We Are Monsters

by Creaturemaster

Ben somehow arrives in a strange new world where people and actual monsters co-exist (sort of). When he tries to blend himself in with Monster High's skeleton crew, things go horribly wrong! With a darkness lurking just of reach and an absurd amount of ghouls all wanting a piece of him, just how much can Ben take before he'll really "feel like a monster"? Rated T for harems & yuri.

30. What Little Ghouls are Made Of

Hello, and I'm back with another wonderful chapter!

Now I've been getting many reviews that are over all uncomfortable or horrified with what happened last chapter, and I will admit it was a bit . . . gruesome . . . to say the least. And I'm glad it is! I just love giving people a spine tingling sensation :)

Moving on, I've been getting a couple reviews asking if the Ever After sequel will ever come. Well I'm here to set the record straight: DUH! Of course it is! In fact, I've already got the first chapter done, but I ain't gonna show it to ya until this fantastic story is over!

Also, I would like to thank Sallem Cortez 004 for giving me the idea for part of this chapter! Seriously, check out his Ben 10 harem fic sometime. It's really good!

As always, comment, review, suggest, and request down below!

Onward!

"How long has it been?"

"Almost four hours."

"How long can he stay like that?"

"Dunno. He once stayed Frankenstrike for nearly two days before the Omnitrix timed out."

"Shhh! I think he's waking up!"

These were among a few of the voices that pounded Whampire's skull as he battled against the darkness. His head hurt, like it had been hit by a freight train, and he felt like his limbs were made of molten lead. His vision, slowly clearing as it was, was still blurry to say the least; all he could see were multicolor shapes against a rather drab background. His vision slowly cleared as his head pounded like a drum, blocking out most of his hearing. He blinked his bleary, green eyes and groaned, trying to put a head to his aching head; he found that he couldn't.

He struggled for a few seconds before his vision finally cleared and he could see where he was. He was in a dark room, though it was as clear as day to Whampire, due to his keen eyes. He was strapped into a chair by leather restraints that held his legs, chest, and wrists, with a double coating of chains for every insurance. All around him were figures that he quickly recognized to be his host's many friends and lovers. Off to his left was Skelita, a rather concerned and cross look on her face as she edged her bony fingers towards her pistol. Spectra floated next to her, concern in her eyes as she tightly held her hands together, for once not eager to have them fiddling around with her iCoffin. In front of him was Twyla, leaning heavily on a pair of crutches with an IV jammed into her arm and a deep scowl on her face that made the Vladat flinch. Behind her was Clawd, and Whampire felt his blood boil and his fangs grind against each other when he saw the werewolf standing there with a deep smirk on his furry face. To Whampire's right was Deuce Gorgon and Lagoona, their expressions unreadable.

"What is the meaning of this?" Whampire hissed.

"You tell us . . . Ben." Twyla frowned.

"How many times must I tell you simpletons that I am not my host in any way! I am Whampire Transyl, Heir of Lord Transyl's throne of Anur Transyl!" the Vladat roared.

"Sure you are. And I'm really an Appoplexian smart enough to disguise himself as a handsome Slimebiote." Skurd grumbled under his breath.

Twyla frowned, hobbling towards him and bringing her face close to his, narrowing her eye into a single slit as she starred him down. Whampire glared back with equal intensity, almost deciding to hypnotize the Boogey Girl before him; he restrained himself, knowing that if he did anything of the sort, it would not help his case.

"Bring in Scarah." Twyla ordered through tight lips.

The door to the dark room slid open with a loud clang! and a figure drifted in through the door, floating a foot above the ground. She had pale blue, almost white, skin and was incredibly thin; Whampire could actually see her arm bones under her skin. Rusty shackles hung around her wrists, clanking loudly as her faint, raven black hair hung off her head in thick, greasy locks that were frazzled and streaked. Unlike everyone else in the Rebellion, who wore leather outfits and many pieces of armor, the thin girl wore a ripped and torn dress that hung off her fragile frame.

"Scarah, if you would." Twyla asked, scooting aside to allow the banshee to float by, her feet not visible beneath her dress as she floated above the ground. She delicately set her fingertips on Whampire's scalp, closing her eyes as she reached out with her mind to read his own. She searched through his memories, her eyes forced open as they glowed a pure white, her black lips parting to suddenly scream; it was not a scream of agony or fear, nor was it loud enough to seriously hurt anyone, but it made everyone within the room wince and cover their ears as an invisible wind picked up and made Scarah's dress float and twist as if it were in a storm. The small amount of chaos soon stopped and Scarah dropped to the ground, falling to her knees as she rubbed her aching temples.

Well?" Deuce pressed.

"He speaks the truth." Scarah moaned, little more than a whisper, fading away through the floor to parts of the base unknown.

"What did I tell you, fools?" Whampire frowned. "My host is not responsible for anything I do."

"And by host, I assume you mean Ben?" Spectra asked.

"Don't forget that I'm actually attached to this creature!" Skurd yelled from the Omnitrix, though the others ignored him.

Whampire slowly nodded, his cold heart melting slightly under Spectra's concerned look. He was only starting to realize how much trouble he was causing his host and many loves, and couldn't stand to have someone whom he shared so much with lose someone like Spectra. He sighed and sat back in his chair, his head throbbing from the recent probing.

"The Omnitrix occasionally allows its many DNA samples to take it over for certain circumstances. This has happened in the past when my host's Methanosian form went through puberty and his Necrofriggian form was with children."

"Wait, wait. Big Chill's a girl?" Deuce asked, cocking an eyebrow from behind his classic red shades; it was one of the few mementos he had managed to save from his past life as a student at Monster High before the war started, his usual jacket and jeans replaced by leather pants marked with chains and rips and an iron chest plate with coiled snakes on the front.

"No," Whampire corrected. "Necrofriggians produce asexually once every eighty years."

"And why exactly have you taken over Ben for the time being?" Twyla asked.

"And what the heck does it have to do with my girlfriend!?" Clawd spoke up, rather ticked off.

Whampire sighed. "As my species is on the very brink of extinction, with me being the only Vladat in existence, I am beyond lonely. It seemed I was doomed to be without a purpose, to only be let out into the world on the whim of a boy with a magic watch that could change his shape at will. And then met her," the Vladat sighed happily. "She was a thing of beauty, an angel among mortals. I fell in love with her, loved her with every fiber of my being. And then she was taken from me."

"Who?" Lagoona asked.

"I know who," Clawd frowned. "Draculaura."

"Yes," Whampire admitted sadly. "I fell in love with her. I simply could not stand to see her with someone who was so unlike her in so many ways, I could not bear to see her hurt by any means."

"I would never hurt her!" Clawd yelled.

Whampire frowned. "You, a mere Loboan-"

"Werewolf." Clawd corrected.

"Yes, werewolf. You would finally put aside the differences that kept you and your loves species feuding for hundreds of centuries? You would cast all that aside for the one you love?"

Clawd nodded.

"How do I know you are not lying? How do I know you will not leave her alone and leave her because of your senseless feud? How do I know you will not protect her like I have when she can no longer defend herself? Answer me that, you mutt!" Whampire demanded.

"Why you-" Clawd growled, cracking his knuckles and shoving his sleeves up his arms, ready to pound some sense into the restrained Vladat.

"Enough!" Skelita yelled. "We shall settle this here and now," she said in a voice that said that there would no arguments of any kind. "Bring in Draculaura. She will decide who she wants to go with." No one argued when Skelita left the room and came back a few minutes later with a nervous Draculaura in tow. Skelita explained why she was there as everyone continued to glance back and forth between Whampire and Clawd, tension building between the two as they glared at each other; if it weren't for the restraints and Draculaura's presence in the room, they would have surely been at each others throat.

"So . . . I have to chose between one of them?" Draculaura asked nervously. She had recovered quickly since being nearly crushed to death by the Mutant To'kustar; had it not been for the valiant efforts of Whampire, she would have surely been crushed. Thankfully for her, her hero had been washed free of layers of blood that he had been covered in when he had practically lost it.

"Yep. Pretty much." Deuce sighed with boredom, leaning back against a wall with both arms folded over his chest and a dagger twirled around in his hand. Spectra floated up near the ceiling, playing with her hair nervously as Lagoona cleaned her fingernails with her teeth, which had been sharpened and curved in the past years.

Draculaura bit her lips and glanced back and forth between the two monsters. Which one would she chose? She could chose Clawd, who had been loyal to her even when she had vanished from existence for fifty years and had been with her since their days at Monster High, or she could chose Whampire, who sworn to protect her for as long as she lived promised to never let anything bad happen to her? She glanced at Clawd and saw his pleading puppy eyes. She glanced Whampire and saw his incredible paitence and undying love for her. Which would she be happier with?

"Uhhhh . . ." Draculaura whimpered. Why was making decisions so hard?

"My love, listen to me," Whampire pleaded. "I can give you anything you could ever desire, anything you could ever want. I am the heir to Anur Transyl, the rightful ruler to an entire planet of monsters who will all bow down to you as their queen. You will be forever remembered, immortalized for the entire galaxy to remember. This I offer to you if you chose me."

Draculaura was listening, slowly nodding her head as she processed all Whampire offered her. She then turned to Clawd who looked like he was about to blow a gasket and simply blow. Then he merely sighed and turned around to leave the room in defeat, his heart shattered into a million pieces.

"I-I've made mind up," Draculaura stammered, glancing back and forth between the two monsters. "But please untie Whampire first." she asked. Everyone immediately turned to face Twyla, who steely nodded her head. Decuce sighed and reached into the pocket of his pants, pulling out a remote control and pressing a button with a finger; the straps holding the Vladat in place retracted into the chair and the chains slipped off his body. He climbed to his feet and stretched out his sore limbs and cracked his aching fingers as Clawd turned around and leaned against the door frame, awaiting the inevitable.

I choose . . ." Draculaura hesitated. Was she making the right decision? She sucked in a deep breath and calmed her nerves, focusing on the feeling she had felt when she had been first training with her nunchaku, how powerful she felt, how invincible she was. Everyone was looking at her with tense expressions, all curious or concerned over who she might chose. Would she stay loyal to her boyfriend or would she chose to become a high and powerful queen?

"I choose . . ." Draculaura began as everyone held their breath, the outcome of the situation unknown and as changeable as the clothes on their backs.

"Clawd. I want to be with Clawd." Draculaura said happily. Clawd immediately perked up as Draculaura strolled over to him and planted a kiss on his cheek, turning red as she scratched him behind the ears and he panted happily.

"I'm sorry," Draculaura apologized to Whampire. "The offer was nice, it really was. But I don't want to be a queen, no matter how amazing it may be. I just want to be regular old Draculaura." she smiled.

Whampire sighed and smiled sadly. "As you wish, my love," he said as a loud beeping sound filled the air. Everyone perked up at the sound and turned to Whampire, their eyes trained on the Omnitrix that resided on his stomach; it was flashing red.

"Whatever you're going to say, you better say it quickly!" Skurd announced.

"I may not have you as my mate, but I will let you have whatever makes you happy. And if being with Clawd instead of me is what makes you happy, then so be it." he said sadly as the beeping became louder. "Just know that you will always be my pequeño murciélago vampiro." he lamented. "Farewell, my love."

With an explosion of light and deactivation sound, Whampire was engulfed in a wave of green light and returned to the Omnitrix. Ben reemerged and collapsed back into the chair, exhausted despite having been asleep for the entire Whampire had been in charge.

"Oh, my aching head. What the Sphinx happened?" Ben groaned he rubbed his head.

"Whampire just took over, dude," Deuce smiled, twirling his dagger in his fingers. "Apparently he had a crush on Draculaura."

Ben remained silent. "Okay, this is getting ridiculous. First Ghostfreak, then Big Chill, then Swampfire, and now Whampire. Who's next Molestache!?" Ben practically screamed with annoyance as everyone else laughed.

"Uh, now that I think about it, did I, Whampire, whoever, do anything I'll most likely regret?" he asked. The others all thankfully shook their heads no. Ben sighed with relief and got up from the chair to leave the room, smiling as he passed Draculaura and Clawd. The others soon left afterwards, going their separate ways to attend to their separate schedules. Except for a certain monster, that schedule involved Ben.

She didn't quite know why she was doing it, but she felt like if she didn't do it she was going to do more than just regret it later. She felt like if she didn't do now rather than later she was going to die. This was why she was stalking after the watch-wearing hero. Or rather, she was creeping through the air ducts after him, her normally filed nails now sharp claws and her curved teeth dripping excess amounts of saliva from her lips. She was breathing heavily, sucking in air through her gills rather her nose and racing after Ben with the ferocity of a feral animal. And all the while he was unaware of this, despite the noise.

Ben sighed and ran his fingers through his hair. It had happened again; he had lost control over the Omnitrix to his transformations. Azmuth assured him that it didn't happen very often, but Ben couldn't help but feel that watch that resided on his wrist was in more control of him than he was of it. His thoughts were shaken from him was he was suddenly grabbed roughly by the shoulder and pulled into a closet, which turned out to be a janitor's closet of sometime (Ben could not say he ever recalled seeing a janitor in the first place though).

"What the- Lagoona? What's going on?" Ben asked, lowering his hand away from the Omnitrix. Indeed it was the sea monster, absentmindedly sitting on a crate of cleaning supplies and starring at him with her wide, blue eyes.

"H-hey, Ben," Lagoona said, trying to force down her stammering; if she was going to try and get things to go her way, she had to play her cards just right. Too quick, and he would run away faster than Clawd pouncing on a T-bone steak. Too slow, and she would never get another chance. She sucked in a deep breath through her gills and exhaled, running her webbed fingers through her blonde locks to calm her nerves.

"Whats all this about?" Ben asked, leaning back against the wall of the closet, arms folded over his chest. Good; she had a chance to subdue him before he made it to the Omnitrix. She sucked in another deep breath through her gills and spoke. "I just, ya know, wanted to thank ya for bringing me back and all." she said.

Ben nodded. "Uh, okay. Your welcome," he said as Lagoona hopped off the box and walked the short distance over to him, shaking her hips in a seductive manner. Ben caught this and cocked an eyebrow and Lagoona leaned against the wall with him, her shoulder brushing his.

"If there's anything I can do to repay you, I'm always available." she purred, dancing her fingers across his shoulder and making him shiver slightly.

"Um, okay?" Ben said awkwardly. "If that's all, I just be going then." he smiled nervously, slowly making his way to the door. Lagoona lashed out and grabbed his wrist, squeezing it tightly and pulling him back towards her, slamming him against the wall and pressing her body to his.

"But don't you want me to thank you now? I can make you feel good," she whispered in his ear, rubbing her body against his and sending shivers down her spine. "I promise I'm good."

"Uh, yeah, I'm sure you are," Ben said nervously; the situation had quickly gotten out of hand and he was not liking it one bit. "But, uh, I don't think Gil will like seeing this!"

"That little guppy? He doesn't have to know," Lagoona purred, her tongue sliding out from between her sharp teeth and lightly tracing itself over his neck. "it can be our little secret." she whispered, tracing her webbed hand down his chest and stomach towards his nether region. That was the final straw for Ben. With a panicked yell, he threw Lagoona off of him and quickly turned on the Omnitrix, slapping the activation button without looking at what alien he had selected.

He grew upwards by a couple of feet, his skin becoming tough and more resilient as it covered his entire face. He could no longer see anything by light shining through the folds of skin over his eyes before his eyes vanished altogether. His ears moved to the top of his head and grew to a large size, becoming more like flaps on his head rather than small disks. Sharp teeth his mouth as sharp claws grew on the ends of his fingers and his toes burst out of his shoes. Then suddenly, he could see again. At first he just saw a curious Crüjo and Robecca before him with a rather bored Zs'Skayr floating in the air above him. Then he could suddenly see behind him, looking at a pile of burning rubble. Then he could see to his left and then his right, and then above him, and below him, until he could see in every possible direction as a pair of black and green shorts appeared below a green belt with the Omnitrix and Skurd on it, completing the transformation.

"¡Eye caramba! I'm outta here!" Eye Guy cried as he closed all the eyes on his body. A single eye suddenly appeared in the center of his chest and blasted a cavernous hole in the wall with a blast of green energy. The Opticoid dashed out into the hallway and ran left, pumping his arms up and down.

"Beeeeeen, come back!" Lagoona whined from the closet as the sounds of cleaning supplies being tossed aside met Eye guy's bat-like ears. The Opticoid chose to ignore the request and continued running away, turning down corners and back tracking several times when he was sure Lagoona was far behind him. He eventually came to a stop outside of the Mess Hall, glancing at his surroundings and sighing with relief when Lagoona was nowhere in sight.

"What the heck is going on with her?" Eye Guy wondered, leaning against the door frame to rest.

"Maybe she has a bone to pick with you?" Skurd suggested.

Eye Guy scoffed. "If only. You saw the way she was acting. She clearly wants to get nice and personal with me. In a dark room with no cameras, no supervision, and no chance of anyone finding out about anything that happens in bed." he grumbled just the air vent above him fell on his head and Lagoona jumped out, pressing the vent into his face as he landed on him and then onto the floor. Eye Guy stumbled around, pulling the grate free from his face and casting it aside, holding out his hands and watching with a grim expression as twin jets of fire shot out of the eyes on his palms. Lagoona simply ducked before the flames and into Eye Guy's personal space, a devilish grin on her face.

"Oh, no you don't!" Eye Guy yelled, balling his hands into fists and attempting to land a blow to her head to knock her out. Lagoona however, saw it coming and blocked the attack, and the two were soon locked in combat, trading attacks and blows and blocking each other with ease, meeting each other fists to fist. It wasn't until Eye Guy managed to finally sock her in the face and send her skidding back a few feet, blood dribbling from her nose, did Eye Guy manage to catch a breather.

And then the Omnitrix timed out.

Ben yelped with surprise as the Omnitrix timed out and changed him back just as Lagoona pounced on him, pinning his arms and legs to the ground as she licked her lips hungrily. She then jabbed her face down, ready to kiss Ben for all she was worth. Ben jerked his head to the side as Lagoona was about to hit her mark and instead hit the floor with an annoyed hiss. Now slightly irked, she grabbed Ben's face with her hand, pinning his shoulder down with her elbow as she edged her face closer to his.

"Skurd!" Ben cried helpessly.

"I'm on it!" Skurd saluted, cycling through the Omnitrix and coming across a suitable alien, pressing down on the waiting activation button. Muscles quickly piled themselves onto Ben's arms and chest, short, brown feathers sprouting up from his skin to cover them. His and mouth melted together like butter, hardening into a yellow, horny beak as teeth lined them. The feathers continued to cover his body, racing up over his back and stomach, growing on nearly every inch of his body. Ben's wrists and ankles began to harden as thick scales appeared on them, his fingers molding together into three digits. His fingernails grew longer and bigger, becoming curved and black as they turned into talons. His toes all formed together into two long digits, his heel bone grinding against his foot as a third toe popped out behind them, the toenails growing into long talons. A white plume appeared on Ben's head, looking like a Mohawk of sorts as a pair of large, sharp blades grew out from his elbows. Green wrist and ankle guards materialized on his body, as well as a pair of black briefs and green and white striped belt. A green mask fit over his face as a green strap vest appeared on his body, the Omnitrix and Skurd appearing on the vest hooker.

"Get off of me!" Kickin' Hawk demanded, jerking his feet under Lagoona and thrusting them upwards, shoving her off of him and into the ceiling before she dropped down to the floor, unmoving. Kickin' Hawk wasted no time and took his leave, running through the Mess Hall doors and into diving over the counter and ducking behind it as the sound of the doors opening met his ears.

"I know you're in here, sweety," Lagoona purred, a sound that sent shivers down Kickin' Hawk's spine. He was trapped in the Mess Hall, the only exit from the room being blocked by his crazy friend. He frantically looked around for something, anything that would give him an advantage and hep him escape as Lagoona edged closer and closer to the serving counter, savoring the moment. Just as she was about to pounce over the side and tackle her love to the ground to mate with him whether he wanted to or not, he suddenly jumped into view, a determined look on his face and an armload of tomatoes in his arm.

Armed with squishy fruits at the ready, Kickin' Hawk hurled the tomatoes at Lagoona, splattering her all over her body as he continued to dodge her attacks. When he ran out of tomatoes, he grabbed leftover sandwiches from the serving counter, throwing them at Lagoona in the hopes that they were keep her busy while he ran; it was a wonder no one had heard the noise and come to his aid already.

"What's your problem!?" Kickin' Hawk screeched as Lagoona dodged and ducked under the flying foods, getting up under his guard once more and delivering him a knuckle sandwich that threw him into the opposite wall. She was covered in tomato juice and lettuce, bits of bread and mayonnaise dripping from her blonde and blue locks. She didn't care though; to her, it would make the process all the more interesting as she sauntered up to him, a hungry look in his eye as the Omnitrix once more timed out.

"Why does this keep happening!?" Ben whimpered as Lagoona pounced on him and began grinding herself asking him, moaning as she wrapped her arms around his neck.

"Its because of how long you stayed as a Vladat, dear boy! Due to the extra usage during the To'kustar attack and afterwards, the Omnitrix only has enough juice to keep you transformed for so long!" Skurd replied.

"Well do something before we both regret it!" Ben pleaded as Lagoona grabbed his face to try and kiss him again. Skurd once more turned on the Omnitrix and cycled through the available transformations before choosing one and pressing the activation button, a green light washing over them both. His fingers quickly fused together into razor sharp points as his wrists and arms became wider and harder, like semi-flattened blades. A small, pentagon-shaped notch appeared in the inside of his arm just before the joint, a sharp blade popping out at the elbow. His skin turned a tough red, the points and blades turning a bright white as black lines etched themselves across Ben's arms. His arms became thinner the rest of the way up as muscles piled themselves into the shoulders and chest region. His feet morphed into sharp points similar to his hands, sharp blades popping out on his knee caps as more black lines appeared on his body. His face split into three, rounded horns, each of his two now entirely green eyes sitting on a horn as the Omnitrix appeared between them on the third. The final piece of the transformation was the addition of a pair of black briefs, green and white belt, a green strap vest and a pair of green shoulder pads.

"Razredge!" the Parae Cortarix cried, driving his pointed hands into the wall behind swinging the lower part of his body up, pushing Lagoona off of him and driving him pointed feet into the wall. Razredge then quickly made his way to the ceiling, driving his pointed feet and hands into the metal so he could crawl like a gecko. He made his way over to the door as Lagoona followed from below, jumping and trying catch him, but missing every time as he quickly made his escape.

"I need to find Ghoulia! Hopefully she can explain what the Sphinx is wrong with Lagoona and help me fix it!" Razredge cried as he raced down the hall on the ceiling.

"Do you really need to narrate yourself?" Skurd asked him.

"Well, it's not like anyone is going to do it."

"You sure about that?" Skurd asked him, not quite believing him.

"Look, you're either with me or against me! So either help me or shut up!" Razredge shot back as he made a right. Skurd sighed and oozed himself over Razredge's back, forming an exact duplicate of Astrodactyl's jet pack.

"Now we're talking!" the Parae Cortarix cried happily, pushing himself free from the ceiling and activating the jet pack, shooting forward down the hall and blasting Lagoona back, buying him some time as he zipped and zoomed down different hallways, slicing through the automatic doors when they were too slow and didn't open fast enough. He soon found himself outside of the med bay and dropped down from the air, rushing inside the room as the Omnitrix timed out. Ben then quickly slapped his hand on the auto-lock controls, sealing him and whoever was in the med bay inside and preventing anyone from outside from getting in.

"Ghoulia! You gotta help me!" Ben cried, grabbing the zombie by the shoulders and shaking her like a rag doll in panic.

"Ahhaaaaiiieeeeaa?" Ghoulia managed to ask through the shaking motion.

"It's Lagoona! She's gone crazy! She keeps on trying to get me into bed with her, and she won't stop until I do!" Ben cried, diving behind a hospital bed and cowering there. "I don't know what's going on!"

"To be fair, you don't really know what's happening quite a lot, dear boy." Skurd joked. Ben glared at him as Ghoulia took off her glasses and rubbed her eyes; too much had happened so quickly in the base. It seemed only a day ago when Ben had given her legs back and less than six hours since the To'kustar attack. It was as if some higher being was intentionally making things difficult for everyone it ruled over just because it might please them and some higher audience or crowd.

"Haaaaaayyyyyyyyiiieeeee," Ghoulia began to explain. "Iiiieeeeeaaayyyaaaahhhh."

"Seriously? What are the odds?" Ben wondered with disbelief just a loud pounding sound picked up right outside the med bay doors. It didn't take a genius to figure out it was Lagoona trying to get in.

"What? What did she say?" Skurd asked.

"She said that it's a combination of two things," Ben began, ducking down behind the bed and hoping the door would hold. "First off, Lagoona's in heat. She'll try and mate with the biggest, baddest, strongest male sea monster there is."

"I'm not sure if any of you have noticed this or not, but you are not a sea monster!" Skurd yelled angrily.

"It turns out there may be exceptions to the rule, depending on which sea monsters are available. And if the sea monsters available don't meet her standards, she'll mate with any male who meets them." Ben explained.

"I still fail to see how you are so big and strong and almighty." Skurd grumbled.

"It's also another thing. Every hundred years or whatever, the tide of the oceans changes or something, and it affects sea monsters. It makes them have mood swings, gives them incredible strength, or it can make them do the most unlikeliest thing in the world."

"Which would be getting all cozy with you." Skurd summed up.

"Pretty much," Ben sighed as a loud explosion filled the room and blasted Ben and Ghoulia to the opposite side of the med bay, throwing them and the medical beds against the wall. Ben groaned, pinned and trapped under two beds that pinned his lower body and dialing arm just so; he was unable to access the Omnitrix as Lagoona staggered through the remains of the medical bay doors, smoking curling from the edges.

"You wouldn't believe what they leave lying around in a place like this," Lagoona smiled sexily as she walked over to Ben, swinging her hips. Her hands traced themselves up her body as she slipped off her leather jacket and ever so slowly took off her shirt, apparently teasing Ben as she watched him with loving eyes. Ben however, had his eyes jammed shut, trying to get out from under the beds as Lagoona continued to strip, now taking off her pants and casting them aside.

"You better not be oggling over her, Snot Rocket." Ben growled.

"Believe me, I am not." Skurd shuddered, covering his beady eyes with his tentacles.

"Turn me into something to get me out of here before it becomes unpleasant for both of us!" Ben screamed as Lagoona strolled closer, now completely naked with nothing except her combat boots on; not that Ben could see it. He still had his eyes closed.

Skurd quickly spun through the roster, searching for a transformation that could help him and his host escape. But whenever he tried to access a heavy hitter like Four Arms or Humungousaur, he would always get a little flashing signal, claiming that the transformation was unavailable at the moment. Meanwhile, Lagoona edged closer and closer, cupping her bare breasts in her hands and licking her lips as her future mate-to-be continued to struggled and try to crawl out from under the beds. And it seemed Ben would have been doomed right then and there had Lagoona not suddenly been hit from her right, blasting her into the wall as Ben managed to finally get out from under the beds.

Ben turned to see Ghoulia trapped beneath a few of the hospital beds, a smoking Ball Weevil Plasma Ball Launcher clutched tightly in her hand.

"Nice," Ben smiled. "We'll be back to get you out as soon as we handle this." Ben told her as Lagoona pried herself free of the wall and landed on the floor, a low growl escaping her lips as she stalked closer to Ben like a jungle cat, the watch-wearing hero trying desperately to keep his eyes off her unmentionables.

"Aha!" Skurd cried in triumph as he pressed down on the activation button, a green light washing over Ben and forcing his DNA to change into something it never should have been in the first place. His skin went from being soft and warm to hot and hard as concrete. Rocky bumps formed on his wrists and shins. His shoulders became broad and massive, so large that he had no neck at all; his face face was stuck right in the middle. His mouth became wider and almost forever stuck in a toothy grin. His fingers swelled in size, and Ben could feel a slight tingling sensation at the tips. He felt a strange feeling as his guts all move upward into his chest as a swirling, hot magma center filled their space. His toes melted into one smooth, rounded foot. A pair of black shorts with green stripes appeared on him as the Omnitrix suddenly appeared on his forehead, completing the transformation.

"Gravattack? Ugh, I guess." the Galilean sighed, his rocky head and back pressing into the ceiling.

"Ohhh, want to play big and rough, eh?" Lagoona purred, licking her lips. "I like it!" With a hiss, Lagoona lunged at him, her fingers extend like claws and prepared to pounce on him and ravage his body in any manner she pleased. Gravattack merely raised up a hand and caught her in his fingers, closing them tightly around her and holding her fast. No matter how much she wiggled and squirmed and tried pull herself free, she couldn't. His grip was too firm.

"How long does this last?" Gravattack sighed with relief.

"Ahhhhhhiiiuuuuhhh" Ghoulia answered as Gravattack raised his other hand, a glowing disk materializing from thin air. The beds pinning her to the ground suddenly levitated free, their gravity manipulated so that they were as light as balloons.

"Twenty-four hours? Aw, man." Gravattack sighed as the Omnitrix timed out and reverted him back to his human form.

"Again with the 'aw, man'." Ben sighed as Lagoona fell to the floor, landing on her hands and feet. Faster than Ben could react, she was upon him, rubbing and shifting her naked form against his, her arms clasped tightly around his back, pinning his arms to the side as her legs held his own in place. Without hesitation, she planted her lips on his, forcing them open and slithering her long, extendable tongue over her razor sharp fangs and into his mouth, running it over his tongue and teeth before sliding it down his throat as she moved and twisted her lips, moaning as she shifted the lower part of her body against his.

As much as Lagoona was enjoying it, Ben most certainly was not. His conscious mind was recoiling in fear and disgust, but mostly fear; Lagoona was not an ugly ghoul by any means and this did not help Ben in trying to quell his body's desires. He could feel his pulse racing, his hormones screaming off the charts as Lagoona continued to pleasure herself as Ben continually tried to pry himself free. Lagoona would have none of it and merely held onto him tighter as she began to undress him, sliding her hands under his back and slowly slipping his shirt off his struggling body.

"Skurd, where are ya?" Ben's muffled voice pleaded.

"Working on it!" Skurd announced as he continued to cycle through the Omnitrix.

Lagoona seemed oblivious to the Slimebiote as she continued to ravage Ben, having parted from their kiss to trace her long tongue over his bare chest and neck, lightly nibbling him; Ben had to sorrily admit that whatever she was doing was working. He found himself slowly, very slowly, start to give in to Lagoona's want. He found himself suppressing the panic that ran through his blood, his mind reasoning that if he just gave up and did what Lagoona wanted that it would be over quicker. He might even enjoy it.

But the other half of his mind was raging like a hurricane, telling him to continue to fight and run away until Lagoona was knocked out and restrained. It wisely told him to continue struggling so that he and Lagoona would be happier in the long run with their respected lovers and not with each other. Ben decided to listen to this half and finally managed to free his arms. With a grunt, he grabbed Lagoona by the shoulders, his hands sliding past her bare breasts and making her shiver with pleasure before he forced her off of him and managed to switch positions with her. Now with him on top of her and restraining her tightly, Skurd had finally managed to come through and get a suitable transformation.

Without hesitation, he pushed down on the activation button and watched as the green light washed over his host's body. His skin hardened and turned a blueish-purple in color, a few dark spots appearing on his expanding shoulders. Muscles piled themselves onto his chest and arms, metallic nozzles sprouting from his shoulders and arms and connecting directly into his bloodstream. More nozzles formed on his body, his feet forming large single toes as he lost a single digit on his finger. A green colored containment suit of some kind, green gauntlets forming on his wrists and white gloves on his hands. The finally pieces of the transformation were more nozzles on his head, shoulders, and body and the Omnitrix and Skurd forming near his mouth, acting like a gas mask of some kind.

"I'm not even gonna attempt ta make a joke about this," Gutrot grumbled as his insides gurgled and rumbled, mixing several chemicals together until he found the right one. It was then that Lagoona managed to free her legs, slapping them together and thrusting them into Gutrot's gut, pushing him off of her. While he was dazed, Gutrot continued to mix the chemicals within himself together; too little of one chemical and the solution would not work. Too much, and the consequences could be deadly. While he was doing this, Lagoona had climbed to her feet and was stalking closer to him, for some reason wanting to savor the moment before she ravaged him once more. And Gutrot had to admit, she had a nice body too.

"Finally! Ghoulia, plug your nose!" Gutrot yelled as he forced the noxious gas out of the many nozzles on his body and into the air, directed more so at Lagoona. The sea monster didn't even seem to notice the gas was there as she switched to her hands and knees, crawling closer and closer with a hungry smile on her face, shaking her ass for Gutrot to see. It was only when she climbed on top of him and looked ready to stop playing games and get to the main event did the gas finally kick in. Due to her double respiratory systems, her gills and nose, the gas worked much quicker on her than on other beings as she slumped down on top of Gutrot, unconscious.

"Man, am I glad that's over with." Gutrot sighed with relief as he climbed and pulled Lagoona's unconscious, naked form off of him. "We better get her locked up. And clothed too." he added.

"I couldn't agree more." Skurd shivered.

---

Chromastone sucked in a deep breath of fresh, freezing cold arctic air. It was nice change from the stale, hot and kind of depressing atmosphere back at the base, and he glad to be finally out on a mission. If only it could have been with more people he actually liked.

As he flew through the air, Clawdeen and Toralei zoomed through the snow on twin snowmobiles, conversation between the two groups almost absolutely none. And despite their past team up to rescue Gigi from the first of Zs'Skayr's fortresses, the pair were still hostile towards him. On the bright side, Frankie had decided to come with them this time, with permission from her parents of course, and was currently riding on Clawdeen's snowmobile, trying to strike a conversation with her. Jane had also accompanied them, eager to test out her newly honed powers.

The main reason he actually decided to put up with Clawdeen and Toralei's bad attitudes in the first place was because he needed out of the base and fast. Minutes after waking up in solitary confinement, a circular room with high, bullet-proof glass windows above for observation with nothing but a bolted down bed and a toilet to decorate the stark, white room, Lagoona had gone absolutely nuts. She had screeched like a wild animal, clearing the distance between the floor and the windows with ease as she attempted to break through them and out into the world. Anyone who entered her room was mauled and maimed in her attempts to get out, and all efforts to try and calm her down and talk it out were fruitless. She even refused to stay clothed, tearing her garments off and ripping them to shreds as she tried to break out of the room. Chromastone shivered at the memory of watching her reduced to such an animal-like state, the memory further horrifying when they tried put Gil into the room to try and calm her down. The results had not been pretty, and Gil was currently lying in a hospital bed, unable to breath out of his left lung or use his right arm and leg; his helmet had miraculously made it unscathed before he was able to be rescued from Lagoona's wrath. And all the while she kept on screaming for Ben, begging for him to be let in with her to the point where she actually burst out into anger stricken tears and had to have knock out gas injected into her cell.

He returned his thoughts to the real world and saw a structure rise up in the distance. It appeared to be a tall, ancient looking tower of some kind, stretching perhaps a couple hundred feet into the sky. On further inspection, Chromastone could see a deep moat surrounding the tower on a small island, a rickety old bridge with guards on both ends being the only way in and out. A soft glow came from the ring around the tower, and Chromastone could only assume that molten lava filled the ring to the brim.

"We're almost there!" Chromastone called down to his partners.

"I don't believe I ever asked you to talk to me, boy." Clawdeen growled, ignoring the concerned look Frankie had trained on her. Why couldn't she see that the shape-shifting freak was nothing but trouble. Why couldn't she see that he was too childish and cocky to deserve the honor of being in something as glorious and as important as the Rebellion? In fact, he was too darn childish to even have the honor of wearing the device that was permanently attached to his wrist. Why someone who claimed to be the smartest mind in five galaxies let a mere child wield the universe's most powerful weapon on his wrist was beyond her. As far as she was concerned, she and the Rooters he had told her stories about in the past shared a lot in common, and not just their noble attitude.

While she wasn't ready to jump head first into a complicated scheme that would most likely blow up in her face, or jump head first into any plan for that matter, she and her partner could not go against what their leader said. And what she said, went on without question, even if she proclaimed that Ben was to be treated with the same amount of respect she was given on a daily basis. The thought irked her to no end, but she was not about to go against anything her leader said, no matter how much she disliked it.

With a sigh of disgust, she urged her snowmobile forward, the wind ripping through her fur as they pressed on. Eventually, they made it to within a quarter of a mile of the bridge before they had park their snowmobiles and travel the rest of the way on foot, lest they be seen premature and taken out before they could complete their mission.

"So, what are we up against anyways?" Frankie asked; she had missed the mission briefing to try and convince her parents to let her go, and thus had no idea what was going on.

"Our top priority is take out the magic shields that positioned at this location," Toralei growled. Her hatred for Frankie and rest of the ghouls (Clawdeen excluded) had not subsided one bit over the past fifty years.

"Magic shields?" Jane said with skepticism.

"Yes, magic shields," Toralei sighed with annoyance. "Zs'Skayr's had time to figure out a way to block out the more powerful of Gigi and Whisp's abilities. If we don't take them out, we won't be able to do anything constructive and we'll be at a stalemate. Honestly, how I managed to get stuck with such morons is beyond me."

"In case you've forgotten, one of these 'morons' has saved your butt and everyone else's butt more than once. In fact if it weren't for me, you'd probably be Way Bad toe cheese!" Chromastone frowned.

"Don't care." Toralei ignored the comment and pressed on through the snow, Clawdeen following after her and ignoring Frankie's pleading glares. The werewolf still liked Frankie, she truly did. But there was no way the simulacrum would ever get her to like Ben for as long as she lived. Jane sighed and walked after them, shifting her body into that of a lavender wolf, traveling through the knee deep snow in leaps and bounds.

"What's happened to her?" Frankie sighed, lagging after them.

"You besides the fact that Clawdeen can't stand my guts?" Chromastone asked, walking beside her as the group trekked the short walk to the bridge.

"I don't get why she's so hostile all of a sudden," Frankie said sadly. "Up until all of this happened, she was actually starting to warm up to you."

"And then you disappeared."

"Huh?" Frankie cocked an eyebrow.

"She's so mean to me because she blames me for your disappearance," the Crystalsapien explained. "When you and Draculaura, her closest friends, disappeared from existence thanks to Maltruant, she pinned the blame on me. If Paradox hadn't sent me here, none of this would have happened: you wouldn't have met me, I wouldn't have met you, and none of us would be in this mess. You would just go about your life as a high school student and I would continue being my universe's greatest hero." Chromastone grumbled.

"But I'm glad I met you!" Frankie protested. "I mean, sure getting kidnapped wasn't fun, but I've had a better time than before you came into my life! And to be honest, I don't think I was very good with boys until I met you." she admitted.

"Most likely because I have such bad luck with girls back home." Chromastone chuckled.

"If you two are done chit-chatting, do you mind keeping your voices down?" Toralei hissed. Frankie and Chromastone quickly dropped to the ground and army crawled over to their partners, peering over a snow bank to study the guards. There were four in all, two on one side and two on the other. All of them were big, huge, burly, and all around disgusting group of mutated Tetramands with what looked like twisted slugs oozing all over their bodies; Frankie shuddered at the sight.

"So what's the plan, oh glorious leaders?" Chromastone asked sarcastically.

"How about stay back and let the professionals handle this?" Clawdeen snapped, cocking her gun.

"Excuse me, but how many times have you saved the universe?" Chromastone asked her, serious annoyed with the ghoul's attitude. "None. Zip, zero, nada. Me, hundreds of times."

"Technically four." Skurd corrected him.

"Well at least I saved it!" Chromastone rasped back. Clawdeen rolled her eyes and gave Toralei a series of rapid hand gestures, signaling that she would take care of the first batch of guards while she handled the other two. Toralei nodded, and the two ghouls slipped out behind the snow drift, sneaking between the mounds and dunes to get closer and closer to the guards.

"Are we just gonna sit back and do nothing while they go out there and have all the fun?" Chromastone frowned.

"They told us to stay put." Jane replied.

"Jane, Frankie, I mean no disrespect when I say this, but I could kick either of their butts with one hand tied behind my Omnitrix. I'm sure they're capable of handling themselves, but I'm the professional." Chromastone sighed. The girls were about to protest when shouts came from below and they all turned their attentions to Clawdeen and Toralei's efforts. Toralie had managed to get over the pit of broiling lava and to the other side where she was currently locked in combat with one of the Tetramand guards; the other one was no where to be found, but a disturbance in the blanket of snow leading to the ring of molten magma gave them a clue to his whereabouts.

Clawdeen meanwhile, was handling the other two guards. Or so it seemed. In reality, the werewolf was simply just trying to live. Unlike previous battles with mutant Tetramands, these ones seemed to be highly intelligent, somehow seeming to predict her every move before she made it and blocking it before attacking her. It took all her training to simply stay alive and in one piece as the two Tetramands battled her. The slugs that slithered all over their bodies were not just parasites that had attached themselves to them due to their filthy habits; the slugs instead fiercely defending their hosts by spitting jets of corrosive acid or juice from their serrated jaws.

"A little help would be nice!" she roared back at the others.

"Stop being a hypocrite!" Chromastone shot back.

"Why you-" Clawdeen started before Jane interrupted.

"Make up your mind, Clawdeen!" she roared; Chromastone and Frankie gave her a concerned look. Jane was never one to yell at anyone, no matter how angry or annoyed she might be with them.

Clawdeen was also taken aback by Jane's temper. "Um, okay? Some help would be nice!" she repeated.

"I'll take that as our cue to save her butt." Chromastone grumbled, hauling his rocky bulk over the snow drift and running straight towards the fray as Jane changed into a polar bear, bellowing and swinging her paws as she tackled one of the guards to the ground, locked in a wrestling match with it as Chromastone rammed his shoulder into the other guard and got him off of Clawdeen, giving her a breather.

Frankie watched as Chromastone punched his guard with one glowing fist, his other glowing fist, and then balling both of them together and bringing them down on the Tetramand's chest, making several twisted slugs simply explode from the pressure and light show. The Crystalsapein that clapped his hands together, a rainbow of colors dancing around his rocky skin as he shot several rounds of ultraviolet light from his clenched fists at his opponent. Disoriented and dazed, the Tetramand shoved Chromastone off of him with one of its massive legs, swinging a mighty fist into his gut and knocking him back a few feet.

Jane was simply tearing her guard to pieces, sinking her massive claws into its toughened flesh and raking them down and across, drawing lines of dark purple blood. Any slugs she encountered she simply squished beneath her gigantic paws, ignoring the hissing sound as the acidic juice ate away at her fur. Her opponent struggled to move her off of himself, but she held fast, sinking her claws into his skin and bellowing his face, her hot breath washing him like a tidal wave. The Tetramand suddenly stopped struggling and moving altogether, and Jane thought she had killed him. Needless to say, she was quite surprised when the Tetramand's skull suddenly opened like a set of doors, bony plates moving aside to expose a throbbing, pulsing brain that seemed to barely fit within the skull. She was then blasted by twin jets of crackling electricity, throwing her into the air and into a snow bank where she resumed her regular form, dazed.

"What the-" Chromastone hesitated as his attacker pulled the same trick, the Crystalsapien roaring in pain as the electricity coursed through his conductive body, lightning refelecting off his crystals and surrounding him a literal thunder storm as lightning struck the ground, blasting snow and rock into the air. The mutant Tetramand was then kind enough to end the light show and throw Chromastone off of him and into one of the rotting wooden posts holding up the bridge.

"Brainstorm hybrids. It had to be Brainstorm hybrids," Chromastone coughed, just barely dodging a blow to his head that made the post behind him explode into splinters. The Crystalsapien circled around his opponent warily before lunging forward clenching his fists and ready to punch his enemy in the gut before him an upper cut that would send him flying into the pit of lava below.

Unfortunately for him it didn't work. Like magic, the twisted hybrid simply dodged the attack and planted its hands on Chromastone's head, shoving his face into the snow before pouncing in his back, a loud and sickening cracking sound echoing through the air as Chromastone cried out in pain. The Tetramand grinned evilly and climbed off of him, clobbering him a second time before pulling his defeated enemy up to eye level, ready to deliver the killing blow when a massive amount of electricity surged through the snow like an out of control wildfire and into his body, Chromastone simply amplifying it as the Tetramand howled in agony.

"Nobody touches my boyfriend!"Frankie snapped defensively, her bolts crackling with electricity as she slammed another fist into the snow and delivered another killing shock that made the Tetramand drop her lover and fall to the ground, rolling around in agony as his massive brain sudden and quite simply exploded, blasting him into the air and into the lava pit below, incinerating him.

"Nice one," Chromastone grunted as he climbed to his feet, wiping a stray piece of brain off of him.

"Don't thank me yet." Frankie frowned as the last guard climbed to his feet and rushed at them, ready to smash them to smithereens. Chromastone and Frankie clenched their fists, ready to fight to the death if necessary when the mutant was suddenly snipped from the side by a massive amount of gunfire, ending its life as it's swiz-cheesed body slumped to the ground.

"And stay down, Ugly." Clawdeen growled, blowing air across her smoking guns as Chromastone starred at her, now having a new found respect for Clawdeen.

"What're you starring at?" the werewolf snapped at him.

"Nothing!" Chromastone said quickly, putting his hands up in surrender. "Just noticing you're pretty awesome with those things."

Clawdeen actually seemed to calm down and take the compliment. "Thanks. Made 'em myself," she said. "But save the formalities for your mother, Tennyson. We still got work to do."

---

"So where are the magic shields located?" Ben whispered.

"Top of the tower, duh," Toralei grumbled. "And fortunately for you, you're the one that's gonna take them out."

"Excuse me?" Ben said as he and the group rushed down an empty hallway as a small platoon of guards finished marching by.

"Isn't is obvious, dear boy?" Skurd sighed. "Nobody destroys stuff quite like you. If anyone can find a way to destroy those shields, it's you."

"What the talking booger said." Toralei sighed as Skurd gave her an annoyed look.

"Um, thanks?" said Ben, not quite sure whether to take it as a compliment or an insult. Without another word, the group traveled on, led by Toralei and Clawdeen while the others hung back, slightly wary of each other. They slipped down stone hallways dimly lit by torches and thick in dust and mold; it seemed that whoever was in charge of the tower did not really care whether it was presentable or not. What they the group did know however, was that whoever was in charge had a thing for bones. And lots of them.

Ben was marveled at the amount of bones that littered the stone floor of the halls and rooms they passed; rib bones, femurs, vertebrae, skulls, jaw bones, all covered the floors and stacked up into piles. Thank goodness Skelita's not here, Ben thought as they passed through a tunnel of bones that were stacked up just right so that they formed a dozen yard long tunnel that they passed through, ignoring the blank sockets that stared at them as they walked by. More glistening bones decorated a crossroads they came across and Toralei used her cybernetic eye to scan which hallway was the safest on their way to where the shields were kept; they continued straight ahead until they came across a set of large doors.

Clawdeen put her sensitive ear to the door, putting up a hand to signal how many bodies there were on the other side as the others waited with baited breath; she soon held up a single finger. Ben couldn't believe their luck.

"Five against one? Too easy," Ben smirked.

"Don't get cocky," Clawdeen growled. "Make yourself useful for once and bring out one of your heavy hitters."

Ben rolled his eyes and did as he was told and turned on the Omnitrix, cycling through his roster, bypassing aliens such as Walkatrout or Stinkfly for something much bigger. He then found the alien he was looking for and slapped the activation button, the transformation sequence never ceasing to amaze him as it changed his DNA. His skin turned a chrome white in color and became cold and hard to the touch, much like a sheet of metal as his arms expanded and bulked up. The first part on either of his arms, just below the elbow, became see through like glass as a toxic green started glow within the cylinders, bubbles bouncing around inside his shoulders became massive and rounded. His neck thickened as his head shrank slightly and reshaped itself into a cone shape as green ridges formed around the see-through tank on top that also held a toxic looking liquid inside. His chest bulked out as artificial muscles piled themselves on top of each other, racing down his legs as his toes melted together into a single, chrome white foot. A round, glass window suddenly appeared on his chest, looking very much like the Omnitrix itself with the bright, greenish glow as Skurd and the actual Omnitrix appeared on a green and white belt, completing the transformation.

"Atomix? I was going for Humungousaur, but this is even better!" the alien cried happily as the others shushed him. Clawdeen loaded her guns as Toralei unwrapped the chain around her waist, wrapping a small section of it around her wrist and swinging the longer end in her paw. Jane morphed herself into a large rhino and waited patiently when Atomix climbed onto her back as Frankie clenched her fists, summoning the electricity that coursed through her body to her beck and call.

"Ready?" Clawdeen asked.

"Whenever you are, leader!" Atomix cried happily, cracking his knuckles. Clawdeen rolled her eyes before giving a yell and kicking in the door with a loud bang! The others then gave a war cry and charged into the room, weapons swinging and blasting willy-nilly as they all focused on what they assumed to be the person in charge of the place.

Except it wasn't. Instead, it seemed to be nothing more than an evil janitor of sorts, a poor mutant Splixson that now looked like he had been through a juggernaut before Atomix and others realized what had happened.

"Methinks we got the wrong guy!" Atomix announced.

"Thank you for that, Captain Obvious." Skurd grumbled with anoyance.

"So where's the big cheese in this place then!?" Toralei yelled angrily, stopping a boot on the floor. That was when a low chuckling filled the air and the group whirled aorund to see a bulked figure leap down from a rafter in the ceiling. The figure landed in a cloud scattered bones, stomping forward as a loud clicking sound filled the air. The figure was large and burly, covered in thick, shaggy brown fur and had a furry tail sprouting from the base of its spine. Muscles rippled and bulged under a set of iron shoulder pads, chest plates, chain covered, and bladed gauntlets as the figure walked forward out of the shadows and into the light, a low chuckle escaping his lips when he saw the group staring at him.

So," Crüjo snarled. "It is my turn to have Tennyson and his little friends storm my base of operations. I can assure you however, that your efforts will be for not." he chuckled.

"And what makes you sure?" Atomix snapped as he dismounted from Jane to stand between her and Frankie, his fist glowing an ominous green. "I've defeated your two friends before, and I'll do it again, enemy!"

Crüjo growled, showing his teeth. "Friends? More like unworthy business partners that continually fail the master in everything he tells them to do."

"I hate to be the breaker of bad news, but didn't you do that a lot before Ben vanished?" Jane asked, resuming her original monster figure. Crüjo's eyes widened upon seeing the transformation, his lips drawing back into a deep guttural growl. "You!"

"Yes, what about me?" Jane asked, confused.

"You do not remember last I saw you, whelp!?" Crüjo roared in a anger, slamming a clawed fist into the stone floor, cracks radiating out from the blow. "At the warehouse you sent me falling to my doom! I swore vengeance on you, no matter how long I had to wait for the chance!" the Loboan bellowed, his eyes full of utter rage.

"Run," Jane whispered to her friends as Crüjo continued to vent. "I'll handle him. You take care of the shields."

"But-" Atomix protested before seeing the determined glare on Jane's face. He then silently nodded and picked up Frankie in one of his large hands, setting her on his shoulder before grabbing Toralie and Clawdeen, who decided to let the sudden gesture slip for the moment. Atomix then glowed a bright green before levitating off the ground a few feet, silently backing away from the ranting Loboan and up a flight of stairs behind him that he hoped to Sphinx led to the magic shields they were supposed to destroy.

"-I was humiliated before the master!" Crüjo roared angrily as Jane partially listened. "As punishment for my insolence, he carved out my eyeball!" he bellowed, pointing to an eye patch with a white scar over it that matched perfectly with a deep red gash across his face.

"Why does your scar go over your eye patch?" Jane cocked an eyebrow.

"ENOUGH!" Crüjo roared. "You will pay dearly, whelp! I don't care how many new tricks you've picked up since our last encounter, your life will end! And I shall finally have vengeance!" he howled.

"Hate to break it to you, but you seem to have a one tracked mind." Jane sighed wearily. She concentrated on the feeling in her body that allowed her to change her shape as Crujo surged forwar,d ready to decapitate her with a clawed fist as the changes swept over Jane's body. Light purple fur sprouted all over her body, covering every inch of her as her clothes started to vanish into thing air. Darker patterns etched themselves over the fur, becoming long stripes of varying lengths and thickness as a long, striped tail sprouted from the base of her spine. Muscles piled themselves over her back and legs, her toe nails ripping through her shoes as they became wicked claws. Her arms shifted into front legs, her fingers shortening into pads as razor sharp claws grew from her fingernails. Her skull ground and crushed as teeth ripped themselves through her gums, barely even fitting into her mouth until her head caught up with the rest of her. Her shoulders became massively muscled as her lavender eyes turned a solid gold with a deadly, black slit for an iris, whiskers sprouting all over the front of her face, completing the transformation.

A now very powerful and angry Bengal tiger let out a loud roar that seemed to shake the entire castle, making even Crüjo hesitate slightly about attacking the big cat. It was all the time Jane needed before she sprung forward on her powerful leg muscles and struck Crüjo in the chest, tackling him to the ground and sinking her claws into the available skin. The Loboan howled and swiped his claws at her, but Jane ducked under the blow, swiping her paw so fast even she didn't see it as she raked her razor sharp claws across his face, drawing four fresh red lines from his flesh. Crüjo growled and kicked the big cat off of him before pouncing on her and thrusting his bladed gauntlet into her flesh, Jane roaring in red hot agony as he messily tore the blades out for another attack. The shape-shifter was now on high alert, practically seeing his every move before he made it as she swatted him across the floor and pounced on him attack, sinking her canines into the flesh around his, missing his major arteries and throat as Crüjo tore her off of him and threw her across the room with ease where she demorphed into her original form.

Strike one, young whelp." the Loboan snarled, putting a hand to his bleeding skin. Jane frowned and concentrated on the feeling again, forming a picture in her mind of what she wanted to become. Above her she heard a loud explosion followed by angry yells and gunfire, but she pushed all the noises out of her head; she needed to focus. Her violet skin began to blister horribly, feathers patterns printing themselves across her arms and legs as her nose and mouth fused together in a horrific show into a hard, horny beak. Her lavender eyes turned gold in color as they moved a little ways away from their current position, sharpening to a thousand times better than before as her arms cracked and shifted their bones into a different position. The feathers all across her body were popping out in quick, random movements all across her body as her clothes disappeared off of her body, her feet tearing through her shoes as they melted into three talons; her heel ground and groaned as it was forced out the back of her foot, becoming a forth toe as her legs thinned and became scaly and hard. Tail feathers sprouted from the base of her spine as she shrank down to the size of a cat, her arms spread wide as wing feathers suddenly popped out, completing the transformation.

With a screech, Jane flapped her purple eagle wings and took to the air just as Crüjo landed on the spot the changeling had been moments before. The Loboan snarled before its jaws split in four different waves a loud, ear-splitting howl erupted out of from between his teeth and shattering all the windows in the room. Jane wheeled in the air, dodging the blast as the sound assaulted her ears. While not as sensitive as an owl's, eagle ears were still incredible, and the sonic howl that came from Crüjo nearly scrambled her brain before she was able to calm things down. With the determination to not let down her friends, Jane pumped her wings and soared up to the very reaches of the ceiling before plummeting back down, tucking in her wings as she dive bombed Crüjo and stuck out her talons at the last second, raking them across his face before getting out of range.

If only she had been so lucky.

As she was about to flee and come back in for another attack, Crüjo managed to grab one of her wings and yank her back, nearly tearing her wing out of her socket as he put the captured appendage between his fangs and bit down, Jane screaming excruciation as Crüjo shook his head like the massive dog he was until there a sickening snap. Jane went flying and landed awkwardly on the floor, landing on her wing with her feet in the air and her other wing missing. All that was left of her right wing was a bloody stump, the broken limb between Crüjo's teeth. Jane resumed her original form, breathing with a sigh of relief when her right arm reappeared with her; one thing was for certain though. She was not trying that again.

"Strike two," Crüjo snarled, spitting out her wing before running at her. Jane concentrated on a third image in her head, the changes just barely beginning when her attacker forced his entire weight on her, tackling her to the ground. He forcefully grabbed her left arm in his claws and simply snapped it in half with ease, Jane screaming as white bone pierced out of her violet skin and blood began to drip from the wound. Crüjo maliciously and proceeded to break her hand and collar bone before throwing her across the room and into the wall where slumped down, barely conscious.

"Strike three. You're out," he growled with sickening smile. Jane blinked with lazy eyes and watched as he slowly stalked towards her, his bladed gauntlets dragging across the stone floor and spitting sparks as he chuckled darkly. "Did you really you could win? That I wouldn't get my revenge someday, little whelp? Did you not believe that you could waltz into my domain and escape without suffering the consequences?" the Loboan spat as he brought the bladed gauntlet up to his face, the two blades framing his eye patch. "This wound will forever mark me as a failure to my master. It will not matter though, as I will have the gratification of knowing I have gotten my vengeance." he chuckled until he was but a few feet away from her broken form. "There is a saying you monsters have. What was it?" he contemplated before it struck. "Ah yes. An eye for an eye, as they say. I will exact my revenge by cutting out your eye, like master did to me. And who knows? I may decided not to kill you after all," he chuckled maliciously. "You may make a nice addition to my harem of monster girls. Those bones you walked by? Those were them. And you're next!" he roared, charging forward and raising his hand to strike the final blow.

Jane looked up at him with pleading eyes, but the Loboan would not hesitate again as he thrust his arm in for the kill, only to have it blocked by something. The Loboan glanced up, annoyance on his face until he saw what it was that had stopped his attack. Towering over him at thirteen at the the shoulder, was an African Elephant with a lavender hue to its skin. Crüjo glanced down to see Jane had simply vanished from her spot underneath the elephant that blocked his blow with its tusk. The elephant looked down at him, contemplating what to do with him as he actually whimpered slightly. The massive pachyderm than took the chance to swing her trunk into his gut and throw him across the room, closing the distance between him in a matter of seconds and ramming him into the wall with her head as she bellowed angrily. Before Crüjo could even think about what was happening, Jane curled her trunk around his waist and smashed his skull into the floor and then back into the wall before throwing him up to the ceiling and letting him fall back to the floor so that she could crush him under her massive bulk. With an enraged trumpet, she then curled her trunk around his waist again and rushed at a broken window with enough force to go straight through the wall and out into the open air. Jane was not this foolish however and stopped mere inches from the window, shoving Crüjo past the shards of broken glass that cut at his skin and tumbling over the side, listening with her massive ears the Loboan cursed her name.

The elephant didn't care there though as it backed up a few feet and suddenly collapsed on its side, its bulk heaving up and down, up and down at a fast rate. The elephant was called back into Jane's body, revealing her original monster form as she lay there, trying to catch her breath. Her whole body was numb, she couldn't feel a thing. She was certain however that her bones were still broken and she glanced at her arm to see the red stained bones still poking through her skin. She beyond exhausted, tired to the point where she would welcomed death itself if it meant she could simply rest. Her wish was nearly granted when her vision blurred and the world around her became a swirl of colors before turning pitch black as she lost consciousness.

---

"I think this is it." Clawdeen whispered as Atomix floated back down to the floor and released his hold on them, Frankie hopping off his shoulder to land next to him.

"So, we just smash stuff?" Frankie asked.

"Pretty much, Stitches." Toralei grumbled, rolling her eyes. Frankie ignored the comment and pushed past the werecat and through a set of double doors as the others followed behind her, Atomix ducking under the doorway. They were in a room with large bay windows covering all of one side, exposing the cold, harsh conditions outside as the wind howled and blew past. Lined up in front of the massive windows were three devices, each one looking like a large ring mounted on a pedestal. Inside each ring was a second ring that held a spinning, red orb of some energy or other.

"We can be out of here in no time," Clawdeen grinned. "Ben, if you would please do what you do best?"

Atomix gave the werewolf an odd look before pushing past them to stand in the middle of the room. He sucked in a deep breath and clapped his hands together. He focused himself as the cylinders on his arms glowed a warning green in color and the bubbles inside them began to jitter and shake. "HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!" Atomix chanted loudly, a glowing orb of bright green energy forming between his fingertips and getting bigger and bigger with every second until it was the size of a beachball; Clawdeen, Toralei, and Frankie all wisely backed out to the very edges of the room, jamming their fingers into their ears.

"Nuclear Win-UGH!" Atomix was about to say when he was rammed in from the side and to the floor. The ball of atomic energy went wild, bouncing around the room before embedding itself in the ceiling and simply exploding in a green mushroom cloud that blasted the entire roof off of the tower. Atomix groaned and looked to see what had attacked him; in front of him was a platoon of a dozen Tetramand /Cerbrocrustacean hybrids covered slithering slugs and with brains exposed.

So, we're doing this the hard way, huh?" Atomix frowned. "Girlfriend! Partners! Care to join me in the defeating of this hooligans?" he asked.

"For once, we can agree on something." Clawdeen grinned maliciously, cracking her knuckles and whipping out her pistols. She quickly fired off a round of the bullets into the group of the mutants, each one dodging out of the way and lunging at them all at once. Atomix yelled as his fists glowed green and created a shimmering shield energy that caught two of the mutants, incinerating them on contact. "Atomic Shield!" he cried triumphantly before a mutant latched itself to his head and be him mercilessly. Frankie cried out and flexed her hands, electricity skittering out from her finger tips and blasting another mutant in its brain as it opened the skull plates, killing it and blasting brain bits everywhere. Frankie actually smiled until another mutant pounced on her, grabbing her in one of his mighty fists and squeezing her until A thick chain wrapped it arm. Toralei snarled and yanked back as hard as she could, making the mutant releasing its hold on Frankie as she rammed her head into its skull and lashed out with her tail, smacking the spiked ball across its face.

"No one hurts her except me, got it!?" the werecat roared as she relentlessly drove her fists into the mutant's face and brain, squishing any slugs that tried to stop her; Frankie didn't know whether to be touched and frightened.

"Gah! Get off of me!" Atomix yelled as his large, chrome hands glowed a dangerous green. With a low hum pulsing from the cylinders in his arms, Atomix tore the hybrid free from his head and crushed it between his hands, the brain exploding like a hotdog in a microwave and the slugs that inhabited its skin melted like ice pops on a stove. "Hah, Fissile Whistle!" he announced before ducking under another mutant's attack. However, unlike like before when the mutants would fruitlessly try to attack them only to fail, this one used its momentum to bound right back and deliver a scissor kick to Atomix's face, making him stumble back. He frowned as he rubbed his sore face, his hands glowing green as another green shield appeared in front of him. "Atomic Shield!" he cried out, zooming forward, hoping to catch the fool like a fish in a net. The mutant however, saw it coming and simply jumped over the attack, landing on Atomix's back and forcing him to the floor. He groaned and twisted his head to the side to see Toralei relentlessly trying to trap another mutant with her chain, only to have eit dodge every attempt and then grab the other end and throw her into Frankie; it was as if they knew their every move.

"It's like they know our every move!" Clawdeen roared angrily, her guns clicking empty.

"Then we have to get unpredictable!" Frankie yelled from under Toralei. "Get crazy!"

Atomix cocked an eyebrow, but slowly nodded. He suddenly jerked up from the ground and managed to do a back flip, surprising his attacker and slamming him into the ground before driving a piledriver fist into its head and killing it, brains splattering everywhere. Without hesitating, Atomix moved onto another mutant, summoning his Atomic Shield a second time. Instead of rushing forward and hoping catch an unlucky hybrid in his trap, he decided to chuck it forward, summoning another shield and repeating the previous move. The mutant saw the attack coming and jumped over the first shield, grinning maliciously as it dissipated behind it; the second shield then caught the unlucky mutant and burnt it to a crisp, killing it. Atomix chuckled and moved onto another mutant repeating the attack a second time with success. It wasn't until he tried it a third time did it fail and he ended up with an electrokinetic blast to the head, throwing him back into a wall.

"Ugh, it's not working!" he groaned.

"Our crazy just got normal!" Clawdeen cried angrily as she flipped a mutant onto its back and drove her heel into its brain, killing it right then and there. The werewolf then grabbed the hybrid by one of its arms and swung it around her as hard as she could, letting the corpse fly into a couple of mutants.

"Ben! Do your Nuclear Whatever!" Frankie cried as she covered her head and ducked to the ground as a mutated Tetramand sailed overhead trying to rake its claws across her back.

"Nuclear Winner!" Atomix corrected her, prying himself loose. "And with pleasure!" he grinned, cupping his hands together as the cylinders on his hands glowed an ominous green. The ghouls kept the mutants busy as Atomix worked, yanking them from him just before they could stop him and beating the tar out of them by any means.

"HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!" Atomix roared, a massive ball of atomic energy coming to the breaking point between his finger tips. The ghoul's eyes widened as they hunked down to the ground together, the mutants oblivious until it was too late.

"NUCLEAR WINNER!" Atomix cried as the entire world around them simply exploded in a bright green mushroom cloud of massive proportions covered the entire tower in a massive shadow. Glass shattered as rock crumbled to bits and rubble, the floor beneath them giving out from the sheer magnitude of the explosion and letting all three ghouls and Atomix drop to down a floor as the entire world was enveloped in a bright flash of light. After what felt like hours to the ghouls, the ringing of the explosion had finally died down in their ears and the blinding light had finally begun to blink out. With a groan, Frankie climbed to her feet, pushing a broken rafter and rubble of her as she coughed out thee large amount of dust that accumulated in her lungs. She blinked and looked around to see Clawdeen and Toralei off to one side, dusting themselves off as Atomix slowly climbed to his feet, rubbing his aching temples as Skurd rubbed his beady little eyes. Another moan came from Frankie's right and she rushed towards the sound, attempting tp push aside a large piece of rubble that blocked her from helping whoever was trapped underneath. She pushed with every ounce of muscle she had, and the piece wouldn't budge. Suddenly, the piece moved out from under her and she nearly fell over before Atomix was able to catch her after removing the piece of debris. The pair looked down and winced upon seeing Jane hacking and coughing up a mixture of blood, dust, and pebbles, her arm twisted at an unnatural angle and with a sharp piece of bone prtruding out from the skin.

"We've gotta get back home," Frankie told her, sliding her onto her shoulder as she helped Jane to her feet; the shape-shifter made no arguements as Frankie helped her over to Atomix, who took both of them in his hands and set them on his broad shoulders, trudginf over to Clawdeen and Toralei and scooping them up.

"Hey, what about the shields!?" Toralei protested.

"I have a hard time believing they survived that blast, Toralei," Clawdeen sighed. "Besides, we gotta get Jane back to base. She needs medical help." Toralei begrudedly agreed as Atomix took to the skies, leaving the smoking remains of Crüjo's tower behind.

---

Ben awoke to a sharp pain across his face. He groaned and blinked open his bleary eyes as another sharp pain came across his face. He was now fully awake as he bolted up in bed, rubbing the sore spot on his cheek and catching Abbey;s hand with his other as she prepared to slap him again.

"Is this how you're gonna wake me every time Twyla needs me?" he grumbled.

"Maybe," Abbey grinned mischeviously; the yeti had finally begun to warp up to him. "Ways of any, Glorious Leader needs you now. Quickly." she told him, saying the last part with emphasis. Ben bolted out of bed upon hearing this and ran out of the dorms, leaving Abbey behind as he rushed to the med bay as quickly as he could, not even bothering to use the Omnitrix.

"What's wrong?" he asked, breathless as he entered the room only to find it empty. Empty except for Jane, who was dozing on one of the beds. Ben gave a small smile; Jane had been making a faster recovery since they arrived back at the base mere hours ago. Ghoulia couldn't explain the sudden jump in healing, but Ben didn't need an explanation. He was just glad that she was going to be alright.

"You heard the girl, dear boy! Quickly!" Skurd yelled at him, shaking Ben from his thoughts as he turned on the Omnitrix and cycled through the alien before coming across the one needed. He pressed down on the activation button and let the green light work its magic on him, changing his shape and form with ease. Deep orange fur sprouted all over his body, as if a bomb filled with hair suddenly exploded inside of him. His lower jaw jutted out as his teeth became sharp and menacing. The wave of fur raced over his face, covering his eyes as they suddenly vanished all together. He could feel his ears disappearing as what felt like gills take their place. In actuality, they were sensitive ears able to pick up the tiniest of sounds. His shoulders and arms swelled as his dull nails became sharp claws. His legs twisted and formed into the hind legs of that of a dog as a thick green color appeared around his neck, the Omnitrix symbol in the middle.

With a hoarse roar, Wildmutt exited the med bay and barrelled down the hallway, sniffing the ground furiously as he tried to pick out a certain scent from the hundreds that lingered about the base. He could pick out any of his ghouls in the soup of scents with ease; Frankie smelled exactly like slightly burnt hair cherry lipgloss, Whisp smelled faintly of smoke with something that Wildmutt could only assume was magic, Venus smelled like fresh flowers and earth, and Robecca like steam and oil. What the Vulpimacer was searching for however, was that allusive scent that reeked of the shadows, being cool and slightly pleasing to the nose with a hint of danger and warning in it as well. He quickly found the smell and honed in on, thundering down the many hallways and past surprised soldiers and scientists as he followed his nose, bursting right through a set of doors marked with several warning signs; of course having no eyes, Wildmutt didn't see and continued after smell of his love, eventually picking up her low heat signature and skidding to a stop next to her, panting happily and licking her cheek as the Omnitrix timed out.

What's the problem, Twyla?" Ben asked, cracking his back; being Wildmutt sometimes gave him back problems.

The Rebellion leader leaned on her crutch and rubbed her throbbing temples. She knew what she was about to say would most likely make Ben panic, but once again, he was the only that stood even a small chance of dealing with it. After all, Gil never stood a chance in the first place. "It's Lagoona," she sighed heavily, Ben's cocky smile immediately dropping.

"What's wrong?" he asked urgently.

"The cycles almost over," Twyla explained breathlessly, motioning for Ben to follow her as she pushed through another set of doors with even more warning signs than the previous one. They entered a half circle room with dull carpet and cold gray walls. The entire wall opposite of the door was glass and looking down into a chrome white pit with nothing but a bolted down bed and toilet to decorate out. A light blue figure was crouched on the bed, screaming at the top of its lungs had thick, greasy, matted blonde and blue locks spilled over her head, a mound of torn out hair tipped with red lying all over the floor. "Unfortunately the last hour is the most brutal," Twyla sighed as she stopped in front of the window, looking down at Lagoona's naked form. "It turns out that if she hasn't successfully mated during her cycle shell attempt to kill herself, preventing her 'useless' genetics from being used." Twyla explained, quoting the word. "If she doesn't mate before the cycle's over, we'll have a dead sea monster on our hands."

"So, you're telling me to sleep with her?" Ben asked nervously.

Twyla shook her head. "Wouldn't dream of it. We just need you to restrain her for an hour until the cycle's over."

"Why me?" Ben whimpered.

"Because she doesn't want anyone else," Twyla replied. You remember what happened to Gil."

"I was being rhetorical." Ben frowned as he turned to the Omnitrix again and cycled through his roster before giving up and just slapping the activation button, hoping to get a useful alien.

His skin began to crawl as it hardened smoothed into something similar to an exoskeleton, yet not at the same time. It turned black as it raced over his body, blue blotches with lighter centers appearing all over him. His fingers became sharper as they turned into claws, and he could feel his toes melt into toe as a third claw sprouted from his heel with a loud grinding sound. His teeth fused together into two plates that felt like they could bite through almost anything as his eyes widened and became larger, turning a bright green with three dots. Muscles piled themselves up on his chest and arms, but the most important and noticeable change however, was the itching sensation he got on his back and head. With a sudden, sickly sound, four large wings ripped out of his back, bigger than his entire body. Two large antennae burst out of his head. The wings and antennae flapped around for a few seconds before gently and silently wrapping around their owner like a cloak. The final piece of the transformation was a suddenly chilled feeling in his core, a feeling that ran through his veins and arteries that felt as cold as ice.

"Lets get this over with." Big Chill sighed, a wisp of icy vapor escaping his unmoving lips. With a slight whisper, he commanded every cell in his body to turn intangiable, phasing his ghostly image through the solid window of the observation room and into the pit below landing just below the window and clenching his fists. "Yoo-woo, Lagoona!" he called.

The sea monster sniffed and tilted her head to look at him with watery eyes; Big Chill almost wanted to surrender himself right then and there and go along with whatever she had planned to make her happy. Almost. A hungry and slightly creepy grin crossed Lagoona's face as she climbed off the bed and slowly sauntered over to the Necrofriggian, wiping the tears from her eyes and licking her lips, showing her sharp teeth. "Changed your mind, Ben?" she asked in a seductive voice.

"Not really." Big Chill frowned, sucking in a deep breath and blasting it back out in an icy cloud, the moisture in the air immediately freezing on contact around Lagoona's bare legs, trapping her to the spot.

"Bondage, huh? Never tried it before, but I'm game." Lagoona smiled, biting her lip and cupping her breasts, massaging them. Big Chill averted his eyes from the show and sucked in another breath, ready to turn Lagoona into an ice sculpture until the hour was up if nessacary. Lagoona however, had other ideas; with incredible strength, she broke free of her shackles and pounced on Big Chill as the Omnitrix timed out, wrapping her stripped arms around Ben's neck and tracing her tongue over his skin as she shifted her body against his, sliding his hand down his chest and hips towards his pants zipper. ben panicked and threw Lagoona off of him, slapping the Omnitrix and not caring which alien he got.

He felt his bones and muscles dissolve into liquid, his organs vanishing as a sort of nervous system took over. Ben felt every fiber of his being, every cell in his body separate from each other, becoming lose and uneven. The cells became lose and slimy, melting down into a puddle of ooze as the Omnitrix left his presence, reconfiguring into another type of device that buzzed and floated above the ground. After a few seconds, he felt a sort of attraction to the device as he pulled himself together into a humanoid shape with random feeler-like protrusions sticking out of his arms and neck.

Without a clever battle quip or anything, Goop took to the air, hovering near the ceiling as Lagoona screeched; it sounded like a cross between an angry pig and and sick monkey. Goop gave off his own screech, a high-pitched trilling noise, before bouncing off the ceiling and rocketing off right at Lagoona, splattering his entire body over her as he oozed into every crevice of his body. Lagoona moaned with pleasure and cupped her breasts again, running her hands over her figure as Goop extricated himself from her, irked. What irked him even more was that he couldn't do anything to her without seriously injuring her, and she wanted to avoid that as much as possible.

"Looks like it's time for the better half if the partnership to save us yet again!" Slurs announced.

"Self-absorbed much?" Goop grumbled as Skurd activated the Omnitrix and selected another transformation. The Polymorph vanished in a flash of green light, briefly turning back into Ben before a new set of DNA was entered into his bloodstream. His skeleton crunched and twisted, forcing itself out from beneath Ben's skin and to the surface where it proceeded to melt together into a single casing that covered his entire body, leaving only two openings for his eyes. A loud crunching sound filled the air as the bone casing split along his back, chest, and limbs, becoming segmented on his belly and forming a hard shell on his back. His jaw jutted outwards, his skin fusing with the bone as it became serrated like teeth. Spikes formed along his muscled arms, two more spikes jutting out from either side of his massive jaws. A loud and sickening splitting filled the air as a long, forked, horn-like protrusion split out from the top of his skull as his toes fused together into two claws. The Omnitrix and Skurd appeared on the alien 's chest, completing the transformation.

"Eatle, huh? Haven't seen this guy in a while." he grinned, ducking out of the way as a mad Lagoona lunged at him. The insect-like alien rushed over to the wall of the room and dug his claws into the paneling, ripping it out and depositing it into his steel trap-like jaws. A low whine caught Lagoona's attention as a ball of energy formed between the forked ends of Eatle's horn, a green laser blasting out and hitting her square in the chest, right between her breasts, and sending her crashing into the bed dazed.

"How long has it been?" Eatle asked between a mouthful of wiring and wall.

"Roughly half an hour!" Skurd announced. "Seriously, dear boy, manners!"

"Sorry," Eatle grumbled as he finished his meal, lumbering over to Lagoona, who was unmoving. "Uh, Lagoona? You okay ?" he asked, poking her with a claw. He got an answer when Lagoona lashed out with a foot and landed a blow to his jaw, pouncing on him while was dazed and disoriented.

"A big bug, eh? Impregnate me!" the sea monster demanded, her eyes tainted red from crying and a slight hint of insanity in her voice as she crawled all over Eatle, trying to find the right spot to get down to business with. She quickly found it as the Omnitrix timed out, reverting Ben back to his human state as Lagoons once again wrapped her scaly arms around him and forced her long tongue between his lips and into his mouth. He struggled and resisted as hard as possible as Lagoona slipped off his shirt, tracing her tongue over his and muscles. She then forced his face into her cleavage, forcing him to pleasure her as Skurd desperately cycled through the Omnitrix, looking for something, anything that would put Lagoona down for good.

"Got it!" Skurd triumphantly, pushing down on the activation button and sitting back as the green light did its work. Ben felt himself become heavier, and much fatter than before as his gut bulged outwards and his legs became short and weak. His arms only grew a few more muscles on them before they fell limp to his side, still swelling with fat and useless tissue as the transformation continued. His fingers grew into dull claws as his toes become drab. A pair of black brief with a thick chain belt appeared on his sickly green skin as a heavy, cage-like helmet grew out of nothingness, held down by a large amount of chains, hoses, and locks. The most noticeable change however was his face. No one could see it, but Ben could feel it as it began to grow and shrink and swell and deflate in random spots, bony horns and knobs growing out at random intervals as sharp teeth lined his oddly shaped mouth. The final piece of the transformation was the appearance of the Omnitrix on the neck piece of the helmet, Skurd sliding to his station as the green light faded.

Lagoona stared at the helmet with interest, curious as to why her handsome lover had turned into a creature so ugly. Did he not want to mate with her, to live happily ever after with her under the sea with a family? Her curiosity peaked as a loud hiss met her ears and she watched as the many locks and hoses undid themselves, the cage doors that hid Toepick's face from the world slowly opening.

Lagoona suddenly screamed like a banshee as she witnessed the horrors within the helmet, ungodly bellows and screams coming out from the darkness as horrific appendages reached for her, ready to tear her limb from limb and keep her alive at the same time. Her normally blue scales suddenly bleached, turning a snow white in color as she jumped off of Toepick,and retreated behind the bed, unable tear her eyes away from the horror as Toepick got up and stomped closer and closer.

"No! Stay back! Get away! Get away!" she pleaded moments before the Omnitrix timed out and both Ben and Lagoona collapsed on the whitewash floor in unison.

"Three, two, one!" Skurd announced dramatically. "It's over, dear boy! You've won!" Ben ignored the Slimebiote as he scooted over to Lagoona's naked form, tearing a blanket away from the bed and slipping it over his trembling friend. He had won the battle; so why did he not feel like he had won anything? Because he had to subject one of his closest friends to one of the universe's most horrifying things in order to do it.

"Ben?" Lagoona's shaky voice came, shaking Ben from his thoughts. He looked down at her to see watery eyes behind those locks, pleading for an explanation or promise. Ben decided to make both, and scooped Lagoona into a hug right there on the floor, holding her tight and rubbing her back beneath the blanket as she sobbed uncontrollably, apologizing profusely for what she had tried to do to him. He simply held and told her everything was going to be alright as Twyla watched from above, her face unreadable; it was a hollow victory. She turned her head at the sound of the doors and managed to catch a glimpse of Gil leaving, a defeated look on his face.

And there it is!

I would first like to point out that this isn't a lemon. It's pretty darn close to one, but it still isn't a lemon. Just want to clarify that. Another thing I want to set for the record is that I base my stories on as much fact as possible. That means I deeply research what I 'm writing so I get things absolutely right, everything from histories and looks to events and locations; and yes, Lagoona (and sea monsters in general) are affected by the changing of the tide, according to a we inside. I merely decided to build on this idea, so please no flames for making Lagoona too OOC. I have May reasons, therefore they are justified.

Anyways, I probably won't be updating this for a little bit, mainly because I move neglected to pay attention to my other story. As always , comment, review, suggest, and request! And if you have any ideas for the Ever After Sequel, such as pairings or events, let me know! The end is nearing people! The end is nearing!

¡Hasta Luego!