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.

31. Cheating Scales and Deathly Shadows

Hey, everyone! I'm back with another chapter! And on my, wait for it, birthday no less! That's right, this writer's a year older than when he first started this awesome story, and instead of getting another gift, I decided to give one to you guys: this new chapter. That, and an awesome contest.

ATTENTION! For those of you that hardly read the author's notes anyways, you might want to pause right there and listen up! I am holding an OC contest for this story. Now before any of you get too excited or angry, I WILL NOT BE ACCEPTING NEW CHARACTERS OR OMNITRIX ALIENS! This contest is for a later chapter that I 'm preparing for right now and I thought y'all might wanna join in the fun.

This contest is for Nemetrix predators! The rules are simple: send me an OC for a predator through the reviews or PM listing its name, home planet, species name, description, powers, weaknesses, and what Omnitrix alien it hunts. I will except predators of Omnitrix aliens (including my OC alien and the other new ones) only! Any others will be instantly disregarded!

The winners (an unknown number will be picked) will get their predators published in this story and, as an added bonus, will have their creations brought to life! I now have a Deviantart account and intend to use it by drawing the winners if the contest! And if you have any guess as to how the canon Nemetrix predators and your OCs fit into the story, take a guess!

Now then, I would like to thank loyal reader Da999 for giving me the idea on how to start off this chapter. Thank you!

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

Onwards!

Ben sucked in a breath of air and expelled heavily, sliding down the wall of the dorm. So much had happened so quickly; he had found out that another one of his transformations had somehow managed to develop a consciousness and become smitten with one of his friends, the magic shields limiting Gigi and Whisp's power and been decimated, and to top it all off, one of his closest friends had gone an out of control, animalistic rampage trying to mate with him. All in all, just an average day in the life of Ben Tennyson.

To make matters worse, Lagoona had been strictly avoiding him at all costs. Whenever Ben entered a room she was already in she quickly stop whatever she was doing, no matter what is was, and leave them room and not come back, regardless of how long Ben was in the room; if the exit was blocked, Lagoona took a leaf out of Jane's book and escaped through the air ducts to parts unknown. Ben knew she had her reasons for avoiding him, and he couldn't blame her for it, but really did hurt deep down. Having to subject someone you really cared about to something as horrible as Toepick's face really put a damper on things.

With another heavy sigh, Ben slid back up the wall and decided her needed to calm his frayed his nerves. He decided against working out at the gym; he was tired enough already. So, against his better judgment , he chose to swim a few laps in the pool in the hopes that the cooling water would soothe his aching muscles. Without a word, he changed into his swim trunks and bunched up his clothes into a wad that he carried under his arm as he strolled down the hall, the Omnitrix and Skurd still on his wrist.

Ben had to admit, it took a little time to get used to the fact that he couldn't do things without the 100% assurance that he was completely alone. Having an annoying Slimebiote that refused to remove himself from your wrist was proof of that. But after several embarrassing mishaps involving the bathroom, the pair had come a sort of agreement on things: Skurd would slither off to some other place whenever had to do things in absolute privacy, such as taking the few showed he chose to partake in or using the bathroom, and then later reattach himself to the Omnitrix when the thought suited him. Occasionally, the Slimebiote would join Ben in shower, which created some awkward moments. Especially when he started singing.

After a few minutes of walking down the hallway, his bare feet slapping against the cold floor of the base, he came to the door of the pool. Security had been tightened after heath's little incident, and those who had access to the pool were required to do so by scanning their hand. Ben did exactly this, resting his hand on the scan pad and waiting a few seconds as the device read over his unique finger prints and confirmed it was him; the door slid open with a beep and a silent hiss and the intoxicating smell of chlorine met Ben's senses. He walked into the room, the door sliding shut behind him as he carelessly tossed his clothes to the side as he walked to the very edge of the pool, the warm water lapping against the sides.

"If you don't mind, I'd like to stay dry, dear boy." said Skurd, twisting his gelatinous body around Ben's arm and oozing down to the ground. "Have fun!" he exclaimed, giving his partner a mock salute before oozing off to parts unknown to do whatever it was that little Slimebiote's did. Ben ignored the little creature and sat down on the edge of the pool, dipping his feet into the water. He understood why Lagoona was avoiding him, needing time to piece her shattered mind and heart back together, but for some reason he really wanted her company. He needed to talk to someone he could just complain about the world to, and Lagoona was one of the few people who would fit what he needed. He could have gone to Hoodude or heath, but known of them would have understood what he had gone through. Gil would have been furious, Ghoulia never had any experience with this kind of thing, and his ghouls were a bit too personal to talk with. In fact, none of them other than Twyla even knew what had happened to him and Lagoona, but they sure seemed to notice Lagoona's strange behavior.

Ben sighed and turned to the Omnitrix on his wrist. This was the entire reason he was in this mess to begin with. It was the device that was permanently strapped to his wrist that had caused him all this trouble. Ever since he found it, he had been plunged head first into a world full of pain, misery, and death. It seemed no matter who he was close to, they ended up more hurt than he; in all his years of wielding the Omnitrix, the most severe injury he had ever sustained was nothing more than a broken arm. Meanwhile, Grandpa Max had nearly died at the hands of Rojo, Pierce had lost his life to the Forever Knights, and countless other lives had been lost at his hands. And it was all the Omnitrix's fault.

And yet, as much grief and despair the Omnitrix brought him, it also brought him great joy. He loved the feeling of becoming something new, something powerful, something the world had never seen before in all its days. He loved the feeling of all types of power at his fingertips, of feeling invincible against his many enemies. He loved the feel of the wind rushing past his face as he flew, the feeling of the water swishing past his face as he swam the deepest depths, the feeling of raw strength and power coursing through every muscle of his body as he lifted objects of impossible weights over his head to smash them down on those that dared to hurt his friends, family, and the world. In fact, he could hardly remember what it was like to be without the Omnitrix, to be absolutely powerless and be totally normal.

"Sometimes, I really hate you," Ben sighed, talking to the Omnitrix as if it were his last friend in the world. And in a way, it was. When others had failed him, when others had left him alone and abandoned, the Omnitrix had always been there for him with its soft green glow and its millions of DNA samples. "Then again, you never let me down." he smiled, lightly touching his finger to the face plating and turning on the Omnitrix, the familiar green hologram popping up in front of his eyes. Dozens of transformations whizzed by his eyes, a few he didn't recognize; he would have to try them out later. He instead selected an old favorite of his and pressed down on the activation button, not moving a muscle as the Omnitrix did its magic and changed his body. Ben's skin turned a gelatinous white, becoming softer and squishier as light blue blotches decorated his arms, making him look like he was wearing a lava lamp for a skin. Webbing began to form between his arms as his bones began to dissolve and disappear altogether. Ben's now limb arms split in two, creating a second pair of tentacles as all the digits on his hands fused together. His legs became long tendrils as his body became segmented into three skirt-like sections. His eyes became black and beady as the Omnitrix symbol appearing over where his mouth would have been.

"Thanks." AmpFibian smiled a mouth less grin. With a deep breath he floated a few feet off the ground before pumping his body and diving into the pool with a splash and letting his gelatinous body sink to the very bottom of the pool, a good fifty feet from the surface. Once there, he sucked in water through a hidden siphon before pumping it out, undulating his body to push himself forward beneath the water's surface. The water felt cool and good against his smooth, boneless body; while not necessarily his human muscles, he almost always felt refreshed after using the Omnitrix for a quick work out. If only the ghouls could understand the wonders of changing into something you were never meant to be and have it be so natural you hardly thought about it.

No sooner had the thought come to mind, did he here a dull splash overhead, the sound of someone else in the water with him. AmpFibian chose to cautious and flattened his boneless body against the bottom of the pool, his white and blue body camouflaging himself from whoever was in the water with him. He rotated his beady black eyes skyward, seeing a feminine figure against the blue canvas overhead moving through the water with ease, as if she were born into the element; this worried the Amperi a little since there was only one ghoul who fit the description.

He remained silent and pressed his body further against the bottom of the pool in the hopes she wouldn't see him as she dived deeper into the pool, her expression unreadable. Ben had to admit, she was absolutely stunning looking and she was absolutely amazing in the water. But she and Gil were together, and he was not eager to get into the middle of a love triangle again. Nonetheless, he silently watched Lagoona swim about the pool, moving through the water with such grace it seemed impossible for someone who was mortal. He watched as she swam several laps around the pool, moving the water with ease as pushed herself forward with her webbed hands and feet, her blonde and blue locks trailing out behind her.

"ACH-OOO!" AmpFibian suddenly sneezed, a plume of bubbles escaping from the place his mouth might have been, Lagoona suddenly stopped swimming and whipped around in the water, her eyes glancing all around in the search for the source of the sound; the Amperi could only hope his camouflage worked.

"Ben?" Lagoona said, startled.

"Darn it!" AmpFibian cursed, prying himself free from the bottom of the pool, floating on the bottom as Lagoona kicked her legs for the surface, attempting to run. "Okay, that's it." the Amperi grumbled before giving a furious pump of his body and shooting off after the sea monster, his tentacles trailing out behind him as he quickly closed the gap between him and Lagoona. Just when it seemed Lagoona would make her getaway and leave Ben once more to go and hide again, AmpFibian stretched out his main of tentacles and wrapped them around Lagoona's legs and pulling back as hard as he could. Lagoona had managed to dig her fingers into the lip of the pool, the two of them caught in the middle of tug o' war game as bit by bit Lagoona pulled herself up over the side of the pool. Eventually, the tension on AmpFibian's tentacles become too much and he pulled forward by the snap back, leaving the water and sailing through the air before smacking into a wall and sliding down to the floor.

"Ow." he moaned, picking himself up to see Lagoona gathering her clothes and making a getaway to the door of the pool. AmpFibian narrowed his eyes and took to the air, pumping his body furiously until he managed to pull ahead of the sea monster and close her off at the door, seriously annoyed.

"Lagoona! I just wanna talk!" he pleaded, his tentacles crackling with electricity. "Don't make me shock you again!"

Lagoona froze and tried to find someway, anyway to get around the Amperi without getting shocked, but all exits were closed off; the only exit was blocked by her friend, and all the air vents were too high for her to get to. With a reluctant sigh, Lagoona surrendered and dropped her bundle of clothes to the floor as the Omnitrix timed out and reverted Ben back to his human form.

"Good," Ben breathed with relief. Lagoona sighed and turned away, walking back to the pool and sitting down on the edge, her feet in the water; being near any large source of water usually helped calm herself when she was faced with something that bothered her. And in this, it was Ben as he sat down next to her, the two sitting in silence before he eventually spoke up.

"Lagoona, why have you been avoiding me?" Ben asked. "I mean, I get that we both went through something that was super uncomfortable, but-"

"Exactly," Lagoona sighed. "I practically raped you!"

"You weren't in control of yourself," Ben reassured her. "Besides, it's all over."

"But it could happen again," Lagoona worried, not meeting his gaze. "It may not be as furious as before, it could happen!"

"So? I'll just restrain you again?"

"You never cease to be cocky, do you?" Lagoona sighed. "I'm just saying Ben, that at one point or another, you may not win. I may go ahead and-" she trailed off, her voice cracking slightly. "I just don't want to do something I'm gonna regret." she croaked. Uncomfortable silence followed afterward as Lagoona held her arms tightly, turned away from Ben with her head pointed towards her knees. She honestly didn't know what to do now; she nearly killed Ben at several points during those terrifying twenty-four hours, and she was sure her relationship with Gil was all but shattered. She hadn't seen him since the whole mess started.

"Lagoona, why out of everyone in this entire base, your boyfriend included, did you chose me?" Ben asked after a while of just listening to the water slapping against the sides of the pool.

Lagoona shifted her head to look at him with weary eyes before speaking. "Like I said before I . . . died . . . I kinda fell for you, too. You just seem so brave and confident in yourself. Gil, it took him nearly four months for him to even work up the nerve to tell his parents about our relationship and even longer for him to even tell them off," she replied. "You, you could do it without breaking a sweat!"

"Well, why did you fall in love with Gil in the first place?" Ben asked.

"I dunno. He was so handsome and kind to me when I could hardly tell him that I liked him. It took an unfortunate and embarrassing notebook accident for our relationship top actually start." Lagoona admitted. "I still loved him after that, but our relationship started to kinda fall apart when Gil's parents got involved." she said sadly. Ben turned what she had told him over and around in his head, trying to figure out one way or another to fix the whole problem; the only solution he actually managed to figure out was a ways away, and it involved kicking Zs'Skayr and Maltruant's butts.

"So why are you so unsure about choosing between me and Gil? You and Gil were together first, and I respect that. You two belong together." Ben told her.

Lagoona shook her head sadly. "I can't decide. You have everything Gil doesn't have, and Gil has every thing you don't have."

"Like what?" Ben asked.

"Standard hygiene, for one!" Skurd's voice rang out from somewhere in the room. Ben and Lagoona whipped their heads around, trying to find the slimy, little Slimebiote; they gave up after a few minutes and returned to their conversation.

"Can I . . . ask you something?" Lagoona asked nervously, biting her lip.

"What?" Ben asked, slightly wary.

"Will you . . . kiss me?" she asked shakily.

"WHAT!?" Ben recoiled.

"I know it sounds looney, mate, and believe I think it is, too," Lagoona admitted quickly. "But I can't end this whole mess without doing this. I can't put this to rest without-"

"Cheating on your boyfriend with me?" Ben interjected, annoyed.

"No!" Lagoona protested. "Ben, I love you! I love Gil! I just can't decide who I want to be with!" she pleaded.

"So, it's just a test then?" Ben asked. Lagoona shrugged her shoulders slowly nodded her head. Ben mulled the thought over his head; would he regret doing this to someone he cared about, Lagoona in this case? She was actually willing to do it, practically begging him to do it. And, he had to admit, she stunning to look at too. And, as an added bonus, only he would know about the kiss when the whole time travel mess was over with; future Lagoona would no longer exist, and she wouldn't have tried to rape him in her unstable state. In fact, all issues that had happened to him in the future would have ceased to exist altogether.

"Why not?" Ben surrendered. "But you're explaining it to Gil if he finds out."

Lagoona eagerly agreed. "So, uh, I guess I kiss you now?" Ben guessed, unsure. Lagoona bobbed her head and slowly reached with a shaky hand and rested it on Ben's, her face a dark shade of purple and Ben's a lighter shade of red. They both leaned forward, eyes jammed shut under their lips barely grazed each other; Ben had to admit, it felt wonderful. Lagoona slowly, cautiously, reached her and slid them around Ben's neck as she deepened the kiss slightly by fully engulfing his lips. Ben didn't struggle and snaked his arms around her waist, letting her do what she wanted. He flet her tongue slip past her lips run over his teeth and battling his own tongue as she moaned, shifting her hands to rest on his bare chest, marveling at how hard it was. She felt Ben inch his hands around her back, rubbing small circles with his hands; she slipped one hand off of Ben's chest and grabbed one of his wrists in it, moving it down to her ass and pressing it down hard. Ben's eyes snapped open and he tore his lips away from her, giving her a stunned look.

"You might as well enjoy it too, mate." Lagoona smiled, resting her head in the crook of his neck. Ben smiled and gave a small kiss to her forehead brush, running his fingers through her blonde locks as he roughly squeezed one of her ass cheeks, running his fingers in wide, calming circles. The sea monster moaned softly and dipped out her tongue to trace it around Ben's neck, lightly kiss the area as Ben continued to stroke her head, his eyes closed as she worked; the two of them suddenly fell onto Ben's back, Lagoona's sizable breasts pressing into his chest and making Ben flush furiously as Lagoona smiled with her eyes.

"Well, if this isn't an interesting situation we've gotten ourselves into , eh?" she winked hungrily.

"I know that look all too well, Lagoona. It's not happening." Ben refused. The sea monster initially pouted at first before a wide grin crept across her face and she lunged forward hungrily, practically swallowing Ben's lips in her own as she passionately kissed him. She straddled him with her legs, wrapping her arms around his neck while she slithered her tongue into his oral cavity and licking anything her sensitive tongue could feel before she was suddenly stopped by a quick jab to her flexible organ. Ben fought back with his own tongue, expertly striking it and easily subduing Lagoona, much to her pleasure; she moaned softly and pressed her lips harder against Ben's while she began to shift and grind herself against Ben's hard muscles. Ben gently grabbed Lagoona by the shoulders and tried to pull her off of him, but she refused to move, latching to him tighter and squeezing him much like a python would to subdue its prey.

"Lagoona, we're gonna-" Ben said with muffled words as he and Lagoona teetered on the edge of the pool for a split second before plunging down with a loud splash to the bottom of the pool, still locked in each other's embrace while bubbles escaped through Ben's nose; the air was leaving his lungs and for a second Ben worried he was going to drown and that Lagoona would simply be making out with his lifeless corpse, when he felt fresh air entering his lungs through his mouth. He opened his eyes to see Lagoona's gills flutter open, pumping in water through them, filtering out the air and forcing it into Ben's body, keeping him alive. He was about to thank her when they finally hit the bottom of the pool.

"Had enough?" Lagoona gurgled, bubbles trailing out from her lips.

Ben quickly nodded and turned to the Omnitrix, slapping the activation and swallowing himself in a burst of green light. Scales raced up his arms and legs as they swelled, muscles building and bones strengthening; his fingers became clawed and webbed as the scales raced to cover the rest of his body while three slits appeared on either side of his neck and puffed open and shut as they sucked in air. A thin sheen of slime covered the scales as his hair disappeared into his scalp. Veins throbbed and pulsed as alien blood coursed through them and into his ever changing organs as his forehead pulsed and bloated like a giant zit about to explode; and explode it did, a thin, green wire sprouting from his forehead to hang in front of his face as the end began to glow an eerie color. His jaw crunched and bulged outwards razor-sharp fangs ripped through his gums and over his lips. His eyes became glassy, like that of a deep sea creature, as two sharp fins rose from his back, completing the transformation.

Ripjaws pointed upwards, directing Lagoona to swim to the surface as he pumped his tail; the sea monster gave a small smile and shot off like a rocket, leaving the Pisccis Volann in a cloud of bubbles to try and catch up. The two of them quickly broke the surface and swam over to the edge of the pool to climb out, the Omnitrix timing out seconds after had climbed out of the water and shook himself dry.

"We never speak of this again, agreed?" Ben asked as he slung his towel over his shoulder.

"Whatever you want, mate." Lagoona smiled, pecking him on the cheek. The moment quickly ended when the lights hanging over the pool suddenly went dim, cloaking the room in pitch black darkness. Unlike before however, there were no emergency red lights that came on after the power went out. A small flicker of light green came from somewhere in the darkness, a loud beeping sound bouncing off the walls before there came an explosion of green light as Ben slappeded the activation button on the Omnitrix. His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, causing Lagoona to yelp in surprise. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance. His toes melted into two digits that resembled claws as his eyes turned bright yellow.

"What the Sphinx just happened?" Heatblast rasped.

"Ben? Ben! Do you read me!?" Twyla's panicked voice came from the Omnitrix.

Heatblast tapped the device on his chest. "I'm here, Twyla. Why the Sphinx did the lights go out?" he asked.

"Maltruant's back!" Twyla hissed angrily, just as a loud roar came over the Omnitrix, followed by panicked screams and machinery smashing and crashing. "And he's made trouble! Again!"

"Did he cut the power again?" Heatblast sighed.

"Not only that, he destroyed the power core entirely!" Twyla yelled, more screaming and bellowing coming from the other end.

"Um, what is that?" Heatblast asked warily.

"Oh, I almost forgot! Maltruant released the Omnibeast!" Twyla exclaimed, more destruction coming from her end of the conversation. "I gotta go! Avea, Bonita, and Sirena are waiting for you near the elevator, blocking his way to the storage! Meet 'em there and stop him at all costs! Gotta run!"

"Wait! What's the Omnibeast!?" Heatblast cried, but the line was already dead. Heatblast cursed under his breath and made his way through the darkness to the door, Lagoona following him. Unfortunately for him, the door to the pool didn't slide open like it always did; with the power off line for the time being, all the doors were locked shut. With an annoyed hiss as he pried his face off of the door, the Pyronite backed up a few feet before cupping his hands together and thrusting them forward, a ball of red, hot fire forming between his fingertips. He quickly released it and sent it flying at the door, watching as the ball of flame smashed right into the door and melted it into a pool of steel, the smell of hot metal filling the air.

"Stay safe," he instructed Lagoona as he stepped over the smoldering remains of the door. "Try and find my ghouls. I've got someone's clock to clean." he grumbled, jogging down the dark hallway and leaving Lagoona back by the pool.

"And now I'm here." Lagoona sighed in the darkness.

---

"Is that him!?"

"No, Bonita that's just the wall," Avea sighed.

"Oh. Wait, what was that!?" Bonita whimpered, taking cover under her four-legged friend.

"That was Sirena," Avea sighed. "And what did I say about using me as a hiding spot?"

Bonita whimpered and crawled out from under Avea before she was accidentally trampled by her hooves and decided to stay in the air where it was relatively safe, hugging a small, dark corner for safety as Sirena and Avea waited down below her.

Avea over the years had become more ill-tempered towards those around her, though she considerably nicer to her hybrid friends; she wore an open leather jacket over the upper part of her body with a white shirt underneath with mysterious red stains splattered here and there and with slits in the back of both to allow her massive wings out into the world. She wore fingerless gloves on her hands and an arm brace on her left arm and had several piercings in her pointed ears. She had long since ditched the top hat and blue ponytail in favor shaving the left side of her head and sweeping her blue and violet locks over the end, in a style similar to Venus's. After several horrible incidents with Zs'Skayr and his army, Avea had started wearing simple armor on her back and legs, protecting herself as she wielded the pair of Katana blades that were currently resting in their scabbard between her wings.

Sirena had changed little over the years, keeping most of her black and white attire with some modifications. With the risks of an enemy hooking their weapon around many of the loose necklaces, ribbons, and other trinkets she use to wear, she was stripped down to the bare minimum, wearing a silver chest plate with black and faded white designs that looked like rolling ocean waves. Because of her free spirit, she had a bo staff as a weapon with hidden blades in both ends, among other things, and had embedded iron tips into the ends of her tail to deal a devastating attack should the need arise.

Bonita herself had drastically changed her attire over the years. She would have gone for a full suit of armor to protect herself, but Twyla wanted every available hand to be good and ready to fight at the last moment. We wore a leather suit similar to Twyla's and had a utility belt around her waist with dozens of small pouches holding different types of powder and vials that contained venom and poisons. Other those, she had a series of hidden blades on her person, all tipped with deadly poisons, and hypodermic needles filled with venom hidden under her fingernails. Her organic ones away; during her years in the rebellion, she had a slight accident that resulted in the loss of her right hand. And she was now more jumpy than ever.

"What was that!?" she shrieked, shielding her face from whatever had scared her.

"How many times do I have to tell you it isn't anything?" Avea snapped with annoyance, a cigarette between her fingers; the hybrid had also picked up smoking as a stress relieving habit. She would have resorted to racing, but there was not enough room to run and no one was able to even keep pace with her. Fighting was also out of the question as most of the other recruits within the bowels of the base harbored a deep fear of her. A loud squelching sound met her ears and she cocked an eyebrow as she starred into the darkness of the base.

"Sirena. Light." she ordered. Sirena nodded and closed her eyes, concentrating as her faded body glowed a ghostly light, providing enough light to illuminate the area around the elevator and her friends. It looked incredible small into the dark abyss that use to be their base of operations; the squelching sounds continued, getting louder and louder with every passing minute. Avea frowned and threw her cigarette onto the floor, crushing it under her hoof as she reached behind her back and pulled out her Katana blades, running them together and making a loud scrapping sound that she often used as an intimidation tactic; and still the disgusting sounds continued.

"Bonita. Lock and load." Avea instructed her jumpy friend. Bonita did so without complaint and aimed her poisoned fingers at whatever was approaching them. The tension was escalating as the sounds got louder and louder, seeming to come from everywhere and nowhere at once, if that was possible. The sounds soon became accompanied by what sounded like incomprehensible mumbling, like someone was in a drunken stupor with a massive belly ache.

"Attack." Avea hissed.

With battle cries escaping their lungs, all three of the ghouls rushed forward, weapons drawn and ready to dismember whatever had come after them. They fully prepared to hack, slash, cut, slice, dice, decapitate, wound, and kill anything tried to attack them without mercy. However, they were not prepared for what they came across.

"Wait! Wait! Friendly fire! Friendly fire!" a slurred voice cried frantically. The ghouls stopped their assault to look around for the source of the sound. "Down here." the voice grumbled. The ghouls looked down to see a small creature about the size a large mini-fridge that bared resemblance to a large, overweight, humanoid toad. It had two stubby arms and legs with nothing but short claws for fingers and had three sets of gill-like markings on the side of its face. Crooked teeth hung over the wide bottom lip in a slight overbite and curled tail sprouted out from the base of the spine with several tuber-like growths on its green back.

"Ben? Is that you?" Avea asked, lowering her weapons with a face that a combination of confusion, slight annoyance, and amusement.

"Yep." Upchuck grumbled, shuffling under and between Avea's legs towards the elevator.

"Why exactly are you . . . this thing?" Sirena asked, gesturing towards his slightly over weight body.

"Look, I tried ta get the Omnitrix ta turn meh inta Swampfire, but I got Upchuck instead, okay?" the Gourmand sighed. "I swear, dis t'ing gives meh the wrong aliens on purpose."

"Nice to see again, Ben," Bonita smiled, fluttering down from the ceiling and wrapping her lover into a hug; Upchuck would have returned the gesture, but his arms were too meaty and stubby to do much.

"Nice ta see ya too, Bonita." Upchuck smiled.

"I hate to break up the happy reunion, but we've got bigger fish to fry." Avea smirked, puffing out a cloud of smoke from her cigarette.

"Are ya seriously smoking?" Upchuck asked, slightly stunned.

"Oh, don't get your tongues in a twist," Avea sighed. "We've removed all noxious chemicals from these things. So really, I'm just doing more than sucking in the scents of fresh hay and oats."

"Good. Ya almost gave meh a heart attack." the Gourmand said relief.

"I'm surprised you haven't already gotten one with all of the junk that you eat." Sirena smirked.

"How do you know what Upchuck can do?" he asked, surprised.

"We've faced Gourmands before. Nasty little creatures," Bonita shivered at a horrific memory, her eyes tracing towards her metallic hand. "Plus, we've got all of your known transformations on file." she added as a loud, drumming resonance that sounded suspiciously like footsteps.

"Anyone you know?" Avea asked, pushing her cigar to one side of her mouth as she drew her swords again and spread out her wings as far as the hallway would allow to look bigger.

"Yep. And it ain't someone ya like eit'er." Upchuck growled. The Gourmand quickly opened its maw, the ghouls watching with both interest and disgust as three, long, slimy tongue slithered from between his teeth and embedded themselves into the floor a few feet away from them. The tongues twisted and jerked, cutting clean through the metal floor with ease and tearing out a large section, exposing hoses and tubes and wires; Upchuck ignored them and merely retracted the tongues into his mouth, taking the metal sheet with him and engulfing it in one bite. "Mmmm. Yummy." he chuckled, chewing the metal into a disgusting, acidic paste.

"I swear, Gourmands lost their taste buds eons ago." Sirena teased as the drumming got louder and louder.

"Hey, I resent that remark!" Upchuck chided. "I mean, sure it could use a little salt, but it's still good!"

"Hey, are we here to discuss culinary goods or clean Maltruant's clock!?" Avea snapped, now seriously annoyed in the distractions her team was indulging in. At least Sirena had managed to control her flighty attitude. Avea sucked in a deep breath, inhaling the intoxicating scent of fresh straw and oats with a hint of apples; it really helped calm her frayed nerves, especially when their quarry finally appeared.

"Ah, Bethany Tennyson! We meet again." Maltruant snarled, his thick German accent making his speech a tad hard to understand.

"How many times does I gotta tell ya? I'M A BOY!" Gourmand gurgled angrily, his cheeks bloated with the acidic globs that were building up inside of him.

"You aren't getting past us, Maltruant!" Avea snapped angrily, thrusting a sword in his direction to emphasize her point.

"He isn't?" Bonita whimpered nervously.

"No he ain't." Upchuck grumbled.

Maltruant actually seemed to grin at this. "Oh, how ignorant you all must be. To believe that I would actually come back to the place where I nearly met my demise without bringing proper equipment." he chuckled maliciously. Before he could set whatever sick and diabolical plan he had in mind into action however, Upchuck and ghouls attacked, charging forward as one. Avea slashed her sword across Maltruant's chest, drawing sparks as she raised her other one to bring it down on the windup key protrusion on his head, a loud, hollow ring echoing throughout the base and stunning the Chronosapein as Upchuck took the opportunity to spit whatever disgusting glop was in his mouth out at Maltruant and hit him full in the face. A loud and painful hissing sound filled the air as the rogue Chronosapein recoiled in disgust, trying to wipe the goo from his face; Sirena didn't give him an opportunity and swung her bo staff like a baseball bat, knocking him back a feet few and into the hole Upchuck had made, holding him in place.

Bonita actually smiled and dug around in one of her pouches before pulling out a fistful of suspicious looking pink powder. She fluttered closer to the trapped Chronosapein and inhaled a breath through her nose, prepared to blow whatever was in her hand out at Maltruant. The rogue Chronosapein had had enough however and quickly raised his hands, the windup key-like protrusion on his head spinning backwards at a rapid pace as a sound like a dying bell rang throughout the hallways. The effect was immediate was all three of the ghouls and Upchuck were frozen in place as if trapped inside of a photograph.

"All too easy," Maltruant chuckled as he extricated himself from the hole in the floor. Instead of pushing past his opponents and leaving them there until he was done however, he merely gave shrill whistle. A loud clacking sound like hundreds of small, metallic footsteps met his artificial ears as a dozen, insect-like droids came marching down the hallway, stopping a few feet from their master; they had originally been inventions of the Rebellion, but Maltruant had easily turned them over to his side with a few modifications to their programming. There were two variations of the droids, one that was nothing more than a ball on four jointed legs and with a laser cannon on the front. The other one was built more like a centipede, its metallic segments clacking against each other it moved. "Take them to Sector F4. Destroy them once you are there he instructed with a dark chuckle. One of the droids, presumably the leader, gave Maltruant a salute with one of its jointed legs as its soldiers marched towards the frozen ghouls and Gourmand and easily picked them up and set them on their backs before marching away without a word.

"Oh, how I love it when things go my way!" Maltruant exclaimed almost giddily. After a few minutes of patiently waiting, he returned the time line to its normal speed and stepped over to the elevator, pressing the button and stepping through the doors; he could almost imagine his enemies horrified screams as they were torn to pieces.

---

Bonita didn't know how she got to wherever he was right now, but sure didn't like it.

Surrounded on all sides by insect-like robots that clacked their jointed, metal legs on the ground in a terrifying rhythm was not something Bonita enjoyed, and she was pretty sure her friends were also not huge fans of the situation either. As one, they each took a section of the large army of turned-droids and crushed them beneath their might. Bonita balled her hands up into fists and thrust one at a droid, a hidden blade sliding out just beneath her wrist and stabbing itself into the robot's head, sparks flying everywhere as it fell to the ground, dead. She spun around and landed a kick to another droid, smashing it into its brother before stabbing her needle-tipped fingernails into the metallic skin, swooping up into the air as a loud hiss filled the air and the the robot melted into a steel soup.

Upchuck merely ate his enemies in one swallow, wrapping his tongues around their antimonial bodies and smashing them into their brothers and sisters before swallowing them whole and chewing up their metal plated exoskeletons. Then, seconds later, it would come back out in the form of a disgusting, glowing, green ball of digestive juices that would eat through the droids systems and finish them. One particular droid however, managed to evade all of the Gourmand's attempts to eat it. With a mechanical screech, it skittered forward on its many legs, twisting and turning its segmented body to avoid Upchuck's tongues, before ramming its head into Upchuck's stomach and sending him flying into a platoon of its brothers. Unfortunately for it however, its hand managed to strike against the Omnitrix.

Upchuck was engulfed in a tidal wave of green light that washed over his body, briefly changing him back into Ben before the watch injected another set of DNA into his bloodstream. His arms and legs were pulled back into his body, shortening but not disappearing altogether. His fourth and fifth finger fused together as a short layer of tan fur covered his sifting body, rust colored spots appearing here and there along his arms. The brown mop of hair on his head was sucked back into his scalp as his ears became long and pointed before rotating to the top of his head as if they were liquid steel. His front teeth ground and cracked as they shoved their wave out of his mouth and over his bottom lip, giving him a rodent-like look as a green and black jumpsuit and a belt with the Omnitrix materialized on his body. The most noticeable change however, was when a massive, furry, blonde colored mustache appeared on his upper lip, finishing the transformation.

"Molestahce? I say, this quite unsporting, if I do say so myself." Mole-Stache sighed with disappointment before climbing to his feet. As if on instinct, his furry mustache twisted and shifted into a pair of massive, hairy fists. "I must say however, the advantages are simply smashing!" he chuckled before driving one of his massive fists into a platoon of droids. "Aha! En guarde, you rapscallions!"

Avea ignored the sudden change in Upchuck's shape and continued fighting, luxuriating in the feeling of her heart pumping rapidly with adrenaline. She was a whirlwind, a tornado as she slashed and stabbed her way through the sea of robots, no sooner having culminated one automation then to have denouemented another with accessibility; it scared Mole-Stache a little. With a sudden yell, Avea reared up onto her hind legs, giving her massive wings a single flap that blasted all the robots within range back a couple feet, her forelegs swinging wildly at anything that came too close.

Sirena, while having quelled her flighty personality in the past years, was not fully ameliorated of her condition. She used this, as well as her omnibus-maneuverability, to her advantage, dropping out from the ceilings and walls to deliver deadly swings of her bo staff or slice through strangling robots with the hidden blades hidden in either end. Other times she would give a single swish of her tail, blasting them back to be dealt by either Mole-Stahce or a frighteningly elated Avea. And as soon as it started, it ended, the four warriors surrounded by nothing but the remains of the droids that had once been their allies.

"I hate to put a damper on such a joyous event, but do any of you fine ladies know where the dickens we are?" Mole-Stahce inquired, having fallen on his behind to catch his breath as Bonita fluttered back down to the ground, her muscles starting to ache.

"Off hand, I'd say somewhere far away from where we were supposed to be," Avea sighed with annoyance, sliding her Katana blades back into their scabbard. "If you want specifics, I'd say we're somewhere in Sector F."

"And, is that good or bad?" Mole-Stahce asked.

"Bad. We're on the clear opposite side of the base," Avea cursed, blowing a puff of smoke from her lips and stopping her hooves in annoyance. "And Maltruant's no doubt probably turned the entire base against us!"

"Avea, calm down!" Bonita begged.

"Why should I!? One of our arch-enemy's inside our base, our home, and has practically destroyed it for unknown reasons! And not only that, he's released the Omnibeast on us! WHY SHOULD I BE CALM!?" she roared, Bonita shaking and curling up into a ball under Avea's temper.

"Ms. Trotter, I simply must ask you keep your voice down. Who knows what hideous beasts and monstrosities that rapscallion Maltruant as unleashed upon us." Mole-Stahce rationalized in a calm tone. Avea whirled around to glare at him, her eye twitching involuntarily as she took the cigar out of her mouth and threw it on the floor, crushing it under her hoof before pulling out another one to work on. Why was everyone else so calm when clearly things could not have been worse? Why were they so calm when they were so close to dying? And why was she actually becoming tranquil under Mole-Stache's stare? She found that her pulse had become slower and more steady, her chest heaving in and out a lot less, and her cheeks were returning to their normal, violet color.

"Fine." she grumbled, reaching down and hauling Mole-Stache to his feet as the Omnitrix timed out and brought Ben back to the world. "But we're getting a move on."

"I'm not complaining," Ben shrugged as the other two ghouls climbed to their feet (tail in Sirena's case) and strolled down the hallway ahead of them. Avea gave Ben a sincere smile before turning around, absentmindedly swishing her tail to flick Ben's nose as she did. "And I will never understand ghouls." he added under his breath, following them down the hallway.

---

Gil rushed down the hall, his breath caught in his throat as he followed the little circle of light put out in front of him. He clutched his flashlight tightly in his webbed hand as he ran nearly blind throughout the base, searching for Lagoona, Clawd, basically anyone that he could protect and in turn be protected as well. The one person he wasn't exactly desperately looking for was Ben. Gil didn't know how he felt about the watch-wearing, shape-shifting boy that had come into his life rather unexpectedly and turned it on its head. He guessed he was always envious of how easy things came to Ben simply because he not only came from another universe, but could change his form at will. What really drove him crazy however, was how good he was with the ladies; he claimed to be hopeless with love back home, but what Gil had witnessed so far highly contradicted this statement. It seemed no girl was immune to his charms and personality, and Gil was even doubtful of his own ghoulfriend. Sure, he respected their friendship, but he had been one of the few to notice that Lagoona had been acting rather strange ever since it happened.

It had only just witnessed it, curious as to why his ghoulfriend was being kept in solitary confinement. It had been rather late, had to admit, but he swore he saw Ben and Lagoona, his girl completely naked, wrestling it out on the floor for a brief moment before Ben changed into Toepick. All hell had broken loose after that, and Gil nearly yelled for him to stop, but managed to keep himself silent as the Omnitrix timed out and changed Ben back to normal. He wasn't sure what had happened in the slightest, but he was deeply hurt to see Lagoona collapse into Ben's arms in tears, seeking comfort in Ben instead of him; it made his blood boil.

He was nearly to what he hoped to Sphinx was the pool or the dorms when he felt strong, bony grip set itself on his shoulder and yank him backwards, nearly landing him on his back on the floor. Gil blinked and shined his flashlight upward to see who had taken him captive and nearly screamed. Standing over him, his bony face shining in the dim light of his flashlight, his single violet eye tracing over him with the stature of a starving wolf, his razor sharp scythe gleaming in the low light, was none other than Zs'Skayr.

"Z-Z-Zs'S-Skayr!" he panicked, bubbles filling his helmet as he climbed to his feet and tried to run away, finding himself too frozen with fear to go anywhere.

"At your service," the Ectonurite rasped, giving a toothy grin and slight bow.

"D-don't move!" l stammered as he nearly dropped his flashlight trying to dig into his pocket to pull out his walkie-talkie; after Maltruant's last entrance, everyone was required to keep one in case of power outages.

"I wouldn't do that if I were you," Zs'Skayr tut-tutted, waving a bony finger back and forth. "You might be interested into what I might have to say."

"Why would I listen to anyone as evil as you?" Gil spat, summoning what little courage he had left after his scare.

"Maybe because I have information on your girlfriend's relationship with Tennyson." said Zs'Skayr with a malicious tone, his smile broadening when he saw Gil's expression turn from one of terrified fury to one of interest; hook, line, and sinker.

"What are you talking about?" he asked cautiously.

"You really don't know, child? It must be a blessing to live in such ignorant bliss," Zs'Skayr sighed mockingly. "Your girlfriend is having an affair with Tennyson."

Gil was stunned. Had Lagoona really betrayed him, double-crossed him for Ben? He really couldn't blame her though; Ben was everything he wasn't: brave, courageous, and didn't care what other people thought of him. But should he really someone else's word on the subject, especially when that person was Zs'Skayr?

"Why should I trust you?" Gil asked in a shaky voice.

Zs'Skayr grinned; almost all too easy. "I have an eyewitness account of Tennyson in his Piscciss Volann form and your spouse having a rather heated 'make out session', as you say, not more than an hour ago. And even if you don't believe me, what are the chances your lover will remain with you when Tennyson already has so many woman under his thumb? How long before she joins him and leaves you behind?"

Gil was about to give a piece of his mind to Zs'Skayr before thinking better of it. How could he be sure? Now that he thought about it, both Ben and Lagoona were missing for the better part of an hour without anyone having any idea of where they were. And after the events he had barely witnessed, the pieces were slowly starting to put themselves together.

"Do you not see the despair Tennyson brings wherever he goes?" Zs'Skayr asked him, leaning on his scythe. "I myself have no spouse to love, but respect those already taken. And I can help."

"How?" Gil narrowed his eyes suspciously.

"Simple, really," Zs'Skayr admitted. "All you must do really is give me any valuable information that will help me end the Rebellion. Once done, Tennyson will be captured by my troops, and you and your girlfriend will be left well enough alone," the Ectonurite explained. "For the time being." he added to himself under his breath.

"And you swear once Ben's captured you'll leave us alone?" Gil asked skeptically.

"High Ecto-Lord's honor." Zs'Skayr swore, raising a hand and bowing slightly.

Gil bit his lip. Was he really going to do this to secure a relationship with the only ghoul to ever fall for him? Admitted, Lagoona had changed over the years while Gil hadn't, and their realtionship might not have been meant to be in the future. Then again, he had never felt a feeling so good with someone so special in all of his life, especially when his parents once sent him to an all Freshie school. Gil rubbed the places on his helmet where his temples would have been had he been able to touch them without taking his helmet off.

"What's stopping me from getting every recruit in this base down here with their weapons all pointed at you?" Gil asked with annoyance.

Zs'Skayr actually seemed to smile at the question and began to chuckle darkly, as if told some hilarious joke that only he knew the punch line to. "You didn't really think I would infiltrate my arch-enemy's base of operations to make a deal without some kind of incentive, now did you?" he cackled evilly. Gil gave him an odd look as the Ectonurite reached into the folds of his robes and pulled a bloodied dagger, tossing it to Gil; the freshwater monster flinched and let the weapon drop to the floor, tiny specks of blood splattering against his helmet. Zs'Skayr however, wasn't done yet, and reached into the folds of his robe a second time to pull a bloodied stake. Gil nearly screamed when he saw what it really was: a dull, blue, spiral horn that could only belong to one monster.

"What did you do to Neighthan!?" Gil yelled angrily.

"I eliminated him of course. Is that not obvious?" Zs'Skayr asked innocently. "And your prints are on the murder tool by the way." he added with a sick grin.

"How . . ." Gil trailed off, his mind barely able to process what was happening.

"I have my ways," Zs'Skayr laughed. "So. Do we have a deal?" he asked, reaching out with a skeletal hand.

"Deal." Gil sighed with defeat, sticking out a shaky hand. Zs'Skayr took the hand without hesitation, closing his bony claws around the freshwater monster's hand and giving it a good shake that sent shivers down Gil's spine. The Ectonurite then reached into the folds of his robe and dug out a small object that looked like a human skull with a large, red button between its open jaws.

"When the Rebellion is going to make a move against me, close the skull's mouth, and I will do the rest," Zs'Skayr instructed with a dark chuckle. "Pleasure doing business with you, Mr. Webber." he said with a tip of an invisible hat on his head. Without another word, he sunk through the floor of the base and out sight, cackling madly as he disappeared.

"What have I done?" Gil whispered with defeat, pocketing the skull, knife, and unicorn horn and resuming his search, unable to shake the feeling he had made a deal with someone worse than the devil.

---

"So, does anyone here know what the heck the Omnibeast is?" Walkatrout asked, easily keeping pace with Avea despite barely reaching her knee; during another run in with more robots whose numbers increased as they made their way back towards the elevator, the Omnitrix had transformed him into a Ickthyperambuloid. None of the group were particularly happy with the turn of events.

"Confidentially speaking, it's bio-weapon of mass destruction," Avea sighed wearily.

"So, it's a disease of some kind?" Walkatrout guessed.

Avea sadly shook her head. "If only. To put it quite simply, it's a simulacrum."

"So basically another Frankie?"

"If Frankie was a combination of two dozen different monsters stitched together into one horrific creature of mass destruction, then, yeah. It's another Frankie."

"Pardon?" Wlakatrout asked, slightly scared.

Avea sighed and rubbed her aching brow with a hand; she swore as soon as this whole issue was resolved, she was taking a few days off for rest. And maybe Ben would keep her company during that time, as most monsters avoided her when she was taking time to relax. Wait, why am thinking about that? Avea wondered, her face scrunching up into confusion. To everyone else, it looked like severe annoyance.

"Uh, Avea? Earth to Avea?" Walkatrout called, hopping up and down and waving his fins to try and catch her attention. "What the Sphinx is the Omnibeast!?" he suddenly yelled, snapping Avea back into reality.

"Huh? Oh! Yeah, uh, a little while back we started creating a sort of 'last-resort' weapon to activate in case the rebellion fell. It's basically a creature made of parts from two dozen different types of monsters all stitched together into one horrifying beast."

"Is that why so many people here are missing body parts?" Walkatrout asked.

Avea gave him a look and Walkatrout knew he had crossed a line. "Uh, forget I asked."

"If you must know," Avea growled in annoyance. "The body parts were grown from genetic samples gathered from different recruits from around the base. We made some modifications when you and the others came."

"Wait, you guys took samples of us for your monster!?" Walkatrout practically screamed.

Avea shrugged. "We're very good at our job. The only one to even know we were there was Abbey, and we had to explain the whole project to her before she put the guy gathering her samples into a hospital bed."

The Ickthyperambuloid sighed and continued onwards. "Mind telling what monsters it's made of just in case we run into it? Twyla did say it was on the lose."

Avea nodded. "It currently has Yeti, Fire Elemental, Boogey Man, Harpy, Minotaur, Sea Monster, Werewolf, Chinese Dragon, Vampire, Gorgon, Galilean, Gourmand, Cerebrocrustacean, Opticoid, Lepidopterran, and Human DNA."

"Dare I ask where you got the alien samples?" Walkatrout asked wearily as they turned down another empty hallway. The base was frighteningly bare and devoid of any enemies trying to stop their assault on the elevator, and it worried him greatly.

"We've had some run-ins with a few of them and gathered available samples that we purified of the Corrodium Infection. We got the Galilean, Opticoid, and Cerebrocrustacean, and Human DNA from you though."

"I don't know whether to be honored or to be frightened," Walkatrout gulped nervously just as a loud bellow rattled the entire hallway, echoing its way throughout the entire base without stopping. The savage call seemed to come from everywhere at once, but it sounded frighteningly close. "But I do know which it ain't!" he cried, running down the hallway as fast as his little legs would carry him; none of the ghouls argued and ran after him, trying to put as much distance between them and the Omnibeast.

They soon came to an intersection leading in three other directions than the one they came from. Avea quickly read through a mental map of the base and directed her team to go right, taking a slight detour since the direct path to the elevator was most likely protected and blocked. The Omnitrix thankfully timed out a little while after making the decision, much to Ben's relief. This did not calm his nerves entirely. While it was nice knowing that he probably wasn't going to die trapped in the body of a fish with legs, he couldn't shake the feeling that they were being watched. And then there was whole fact that Maltruant was still somewhere in the base. What did the metallic creep even want anyways? He already had the Anihilaarg, so what more could he want? Then it came to him: Maltruant was still relatively weak. In order to get to the beginning of time like he desperately kept trying to do, he needed a large power source. Was that the reason the base was absolutely drained of all power? Then again, it didn't explain why he was still here.

A metallic drumming sound came to his ears and he instinctively waved his hand over the Omnitrix, ready to change form at the ready as the ghouls all drew their weapons of choice; Bonita her hidden blades and many toxins, Sirena her bo staff, and Avea her Katana blades, plus cigarette. They stood huddled together, backs against each other and ready lash out at whatever came at them in the small hallway. The sound was coming from both ahead and behind them, surrounding them on all sides and making sure there was no escape whatsoever.

"C'mon, give me Four Arms!" Ben begged the watch on his wrist as he slapped the activation button, hoping for a correct transformation as the green light engulfed him and did its work. He felt his skin hardened into a soft, metallic sheen as it turned the color of oil and tar. His arms and legs were reduced to near toothpicks as his body shrunk down so that he barely reached Avea's knee. Ben's body came cylinder in shape, his pointed legs sticking out of the bottom and his pointed hands that included nothing more than a single finger and thumb out of the sides. A green lightning pattern etched itself down his front as two bolts appeared on either of his arm, a 'plus' and 'minus' symbol appearing on his back as the Omnitrix appeared on his perfectly flat head, completing the transformation.

"Whoa! I'm a Megawhatt!" Buzzshock cackled happily, green electricity coursing through his tiny body as the source of the unknown sound became known: more insect droids looking for a beat down.

"Ahahahahahaha!" Buzzshock cackled merrily as he dove straight into the battle, changing into his lightning form and snaking his way among the back half of the troops, entering their bodies through their metallic skin and draining them of their power supplies, becoming more powerful all the time. As he moved on from one droid to the other, the ghouls decided to take the front half of the droids and charged straight into them, cutting their way through the chaos and working as a team. As Avea stabbed her Katana blade through one droid, she threw the lifeless corpse over to Sirena, who batted it away with her bo staff into a small group of droids, taking them down as Bonita tossed some corossive powder onto them, ending them right then and there.

"This is electrifying!" Buzzshock laughed in a high-pitched squeaky voice as he blasted bolts of electricity from his tiny hands and into the sensors of a droid. Unable to now see the world in any shape or form, the droid stumbled around, blindly swinging its jointed feet into its fellow robots and dismembering them as Buzzshock absorbed their electricity, cackling all the way.

"Woo-hoo!" the Nosedeenian cheered before he got a strange feeling. In simple terms, it felt like he was going to burp, and not in a good way. This way felt like it was going to literally tear him apart and make him vomit at the same time. There came a sudden light show that lit up the entire hallway, revealing a practical sea of robots heading towards them.

"There are too many!" Sirena cried frantically, swinging her bo staff madly.

"I'll say!" Buzzshock piped up. The ghouls all spared a glance behind them and nearly dropped their jaws at what they saw. Hovering the air next to Buzzshock was an identical clone of him, everything from his beady, green eyes to the Omnitrix that sat on his head.

"Lookin' good, handsome!" the clone chirped happily.

"You too!" Buzzshock replied with a cackle.

"I hate to break up the love fest, but we could really use your help, Ben!" Avea cried as a droid leaped at her face and she just barely managed to impale it on her sword before it got to her. The two Nosedeenians nodded and lit themselves up, their bodies becoming streaks of lightning as they criss-crossed over each other, in and out of angry robots and stealing their power, all while cackling the merry way. Several times, the ghouls managed to catch glimpses of Buzzshock and his clone splitting in more Nosedeenians until they couldn't keep track of them any longer. And before long, there was a literal cloud of little battery-like aliens that, when they swarmed over a single robot, stripped it down to the bare parts like a shoal of piranha, even burping in unison; Avea was greatly disturbed by this.

And then, almost as soon as it had started, it was over. The hallway was littered hundreds of torn robot parts, their ripped edges vomiting up bright sparks every now and then as multiple Megawhatt clones picked their way through the wreckage, occasionally nibbling on edible looking pieces.

"We better get a move on," Avea breathed, sliding her swords back into her scabbards and bending a wing forward to massage it; due to the tight space and little usage they got, her wings would often sore and aching muscles or simply fall asleep until she managed to find a space bog enough to properly exercise them. With a sigh, she clopped down the hall towards the elevator, exhaustion starting to set in as she calmed her nerves. She glanced up to Bonita actually giggling and turning red as a trio of Nosedeenians cracked jokes with her and formed little heart shapes with their electrical abilities; this soon got her thinking.

Was she truly happy being one of, if not the, most feared person in all of the base next Twyla when she was ticked? Was she fine with the fact that whenever she and anyone else were walking opposite of each other, the person would dive into the nearest room to allow her to pass, no matter what room it was (this caused several embarrassing accidents males that happened to guess the pass code correctly and ended up in the girl's dorm and vice versa). Was she really envious of her friend simply because she had a boyfriend and she didn't. Her thoughts were shaken from her when she felt a gentle hand on her shoulder. She turned her head to nearly jump out of her skin when she saw it was Ben.

"Wait, how are you . . ." Avea trailed off, looking wildly back and forth between Ben and the Nosedeenians overhead. "I must be finally losing my marbles." she sighed wearily, pinching her brow.

"Nah, you're not crazy," Ben told her with a small smile. "They'll soon disappear." he told her, pointing up at the three Nosedeenians next to Bonita, just as one exploded in a ball of energy. The other two clones blinked at their vanished comrade before exploding into high-pitched laughter. They too, quickly blew up.

Avea sighed with relief and returned her attention back to her aching wing, pressing her fingers into the stiff muscle and rubbing circles into the flesh in the hopes of waking it up. She felt another set of hands on her other wing and turned to see Ben working on it while keeping pace with her. "You want to get the other one?" he offered.

Avea nodded. "Thanks," she said with a yawn and a puff of her cigar, which she crushed between her fingers and threw onto the ground, stomping a hoof down on it. Mere seconds passed before Avea pulled out another cigar and popped the end into her mouth.

"Okay, I know you said those things were totally safe, but you really gotta stop," Ben warned her. "They may not be as safe as you think they are."

Avea closed her eyes and rubbed her throbbing temples; it seemed every part of her was beyond tired right now as they got closer and closer to the elevator. According to Avea's mental map, it was only a few more turns away. "I know, I know. It's just things have been absolutely nuts lately.

"How long has it been since you've had rest?" Ben asked her, squeezing her wing between his wings before beating it gently with the sides of his hands; Avea had to admit it felt good.

"Almost three months." she replied.

Ben's eyes nearly bugged out of his head. "Seriously? You've been awake for three months!?" he exclaimed. Avea wearily nodded her head. "Okay, you are going straight to bed. No arguments." Ben ordered.

"No," Avea said firmly. "Even if I wanted to, I couldn't rest knowing that Maltruant was still in the base or that the Omnibeast was on the lose. I couldn't live with myself if Bonita, Sirena, or even you got hurt and I wasn't there to save you." she said with a sigh. "Look, how about after all this is over I go lie down, alright?" Ben eventually agreed, and the two caught up the rest of their group in front of the elevator they had long sought after. Sirena wedged her fingers between the shut doors and pried them open after a few minutes to stare straight down into a black void.

"Shoulda seen that coming," Ben mumbled, turning to the Omnitrix and cycling through the aliens.

"Wait! Wait for meeeeee!" a little, terrified voice cried from below. The group all turned their heads down to see Skurd oozing as fast as he possibly could towards them, snaking up Ben's pants leg and onto his shoulder, quivering behind his neck like he had seen Toepick's face.

"Skurd! Where ya been?" Ben asked cheerfully. A loud bellow immediately followed afterward, the sound of breaking glass, screams of helping and tearing metal accompanying it. "Forget I asked." Ben whimpered, quickly turning to the Omitrix as the ghouls all took to the air and fled down the empty elevator shaft. Ben slapped the activation button as the sounds of destruction got closer and closer, a green light filling the dark hallway for a brief moment. His skin turned a light lavender in color, his entire body shrinking down to about half a foot tall. Ben felt an itching on his backside and craned his neck to watch as seemingly fragile, butterfly-like wings sprouted and began to automatically flap to keep his small body size airborne. His toes melted together into two small claws as white gloves appeared over his delicate fingers. His cheeks turned pink and rosy as his hair turned violet and curled back. His ears became pointed and elf like as a green and black dress covered him, the transformation complete when the Omnitrix and Skurd appeared on his chest.

"What is rrrrrr with all these tiny aliens?" Pesky Dust pouted as he gave a quick beatof his fairy-like wings and fled down the elevator shaft after his friends. Skrud had thankfully shrunk slightly with the transformation of the Omnitrix, making him small enough so that he wasn't blocking the Nemuina's vision. They soon came to catch up with the ghouls on top of the elevator box, Avea currently using her swords like a pair of scissors to cut an opening big enough for her and the others to pass through. The ghouls however, stopped their work to take one look at Pesky Dust before bursting into fits of laughter as he tried to look as big and tough as possible, which was hard to do considering he was only twice as big as a large squirrel.

"Oh, it hurts!" Avea giggled, wiping a tear from her eye as she finished cutting the hole into the roof. Bonita and Sirena dropped down first, Avea folding in her wings as tight as they would go and lowering her back end in as carefully as possible, hanging onto the edge of the hole to the slide her front half in before letting herself drop the rest of the way; the elevator box dropped a few inches under the impact as Pesky Dust fluttered in through the hole, hovering near Avea's head as Sirena pried the doors to the elevator open again.

"Okay, I am thoroughly confused." Bonita remarked.

They were not in the storage like last time, like Avea had hoped would happen. Instead they were in a large, spacious room with drab, gray, stone walls and flickering lights that hung overhead. Dozens of lab tables were scattered across the room, the ones that were still standing and still together holding bizarre and wonderful experiments that bubbled and brewed about. Several cages lined a section of the wall, their doors broken off or hanging on their hinges. Deep claw marks and scorches pock marketed the walls and cobwebs dotted the corners of the laboratory.

"Geez, talk about grim and grimmer." Pesky Dust whispered.

"Ms. Stein already used that joke, dear fellow."

"I'm well well aware of that Skurd!" the Nemuina cried with annoyance as a sudden explosion rocked the room. The ghouls all dove to the floor as Pesky Dust instinctively took to the air, dodging a flying vial of mysterious liquid that exploded inside the elevator.

"This is for invading the privacy of my lab!" a deep, gentlemanly voice roared.

"Is that all you have got?" a thick, German-accented voice taunted.

"So, we're in Dr. Viktor Stein's lab?" Pesky Dust whimpered slightly.

"That's right! He can be taught!" Skurd gloated, the fairy-like alien bopping him on the head as the ghouls climbed to their feet. "So why the dickens would that old windup toy come down here of all places?" the Slimebiote wondered.

"Just out of curiosity, where exactly was the Omnibeast created?" Pesky Dust asked nervously.

"Here. Dr. Victor made it," Avea replied, spitting out a puff of smoke from her cigar. "Why?" she asked, just as the elevator box behind them was flattened crushed with a loud shriek of metal and a thick cloud of dust.

"That's why." the Nemuina whimpered, fluttering away from the elevator shaft, the ghouls copying his movement. A low growl escaped from the elevator shaft before a large, white, burly, shaggy arm ripped through the dust cloud and thrust its gigantic fist into the floor, riddling it with cracks as the beast pulled itself free from the elevator shaft, tearing through the wall with ease.

The Omnibeast was monstrous. In addition to the large Yeti arm stitched onto its right shoulder, it had a dozen blood red Opticoid eyes on random spots along its body, the eyes never blinking as they took in information. The creature's left arm was a rust red, craggy Galilean arm with Opticoid arms dotting the rocky skin and Harpy claws tipping the firm fingers. Also taken from the Harpy was a single, large bird wing that sat on the right half of the beast's back, it's left wing a massive Lepidopterran wing. The head was vaguely human-shaped and a dull orange in color, crackling flames acting as hair as four Lepidopterran eyes starred at the world, unblinking. The beast's chest and torso were a deep blue in color, riddled with Sea Monster scales and more starring Opticoid eyes and Galilean rocks. The legs were cloven Minotaur hooves, the hair around them smoking and burning slightly as a Chinese Dragon tail swished behind it, tipped with a dozen Gorgon snakes. Exaggerated Vampire fangs hung out of the beast's mouth and slitted Werewolf ears sat on its head, studying its opponents with its massive Cerebrocrustracean brain. What was most unsettling about the franken-creature however, was its main pair of eyes; these eyes sat on the front of the face and actually blinked, unlike the others. They held extreme intelligence as it traced themselves over its opponents, the green orbs never leaving them.

They were Ben's.

"GOOD GRACIOUS, WHAT IN THE NAME OF THE CHIMERAN HAMMER IS THAT THING!?" Skurd screamed at the top of his lungs like a little girl. The beast snarled and shifted its gaze on Pesky Dust and Skurd; the Nemuina couldn't but feel as if the beast had locked itself on him and would not stop until he was destroyed. And to make matters worse, the Omnitrix decided to time out right then and there, reverting Pesky Dust back into the Ben. The Omnibeast was unfazed by this and merely stood still, its eyes never leaving Ben.

"What does it want?" Ben whispered to Avea as Dr. Viktor and Maltruant continued to yell insults at each other behind them; they were ignored by everyone.

"I think it's waiting to see what you'll turn into," Avea replied, slowly drawing her Katana blades out of their scabbard. "Out of everyone in the base, you're the most unpredictable and likely to kill it. The Omnibeast can't fight what it doesn't understand."

"So, it's basically seeing what alien I turn into so it can kick my butt?"

"Pretty much."

"Wow, don't I feel special," Ben grumbled sarcastically. "This is Khyber all over again."

"Who?"

"A story for later," Ben told the hybrid, turning to the Omnitrix. "If there is a later." Before Skurd could give him one of his rude remarks, Ben slapped the activation button and waited patiently as the Omnitrix did its work. Ben's arms became more muscular, his legs stronger and longer. He soon became so ripped that he lost his shirt, it being torn off his body and tossed away. His skin became patchwork, stitches holding random colored flesh together as the Omnitrix symbol and Skurd appeared on his right pectoral. Metallic bolts sprouted up from his shoulders, wrists, and neck as thick black hair sprouted from his head and down to his chin, stopping. The final transformation was the sudden growth of two large conductor like coils, crackling with electricity.

"Frankenstrike? Against an all powerful franken-creature?" the Transylian asked with what seemed to be worry. "Yeah, okay. At least I'm not small." he shrugged. He crashed his fists together and reached down to pick up a fallen beam, charging the Omnibeast with a loud yell as he raised the beam over his head. The creature didn't move until the last second, exploding into a shadowy vapor that washed around the Transylian's attack before re materializing behind him. And before Frankenstrike knew what was happening, the Omnibeast had landed a blow to his midsection, sending him sliding across the floor to crash into a lab table, chemicals pouring down his face.

"And that would be the Boogey Man DNA," Avea sighed with annoyance, spitting out her cigar and crushing it beneath her hoof, a habit she had been trying to break for a while. "CHARGE!" she then screamed, jabbing a Katana blade forward and surging towards the Omnibeast with Bonita and Sirena at her side. The monstrosity watched with curiosity, its oversized brain picking through all possible situations and attacks its opponents could make before making a decision. With a flap of its miss-matched wings, it rose up into the air, opening its wide jaws and blasting out a jet of red, hot fire that just grazed Bonita's head, nearly knocking her out of the air. The hybrid managed to recover just in time before rushing straight at the beast, fear in her eyes as Sirena flew by her side, her bo staff like a whirlwind behind her. While more clumsy in the air than on the ground, Avea brought of the rear, Katana blades swinging in what she hoped were wild and unpredictable strikes.

It was all for naught however, as the Omnibeast simply opened its jaws again and shot out a jet of icy vapor, landing a hit on Sirena and freezing her into an ice sculpture that clattered to the ground; it then changed into shadows again to avoid Avea and Bonita, returning to its original form back on the ground. The ghouls rushed at it from the air, ready to strike at its head, but the creature was prepared for them. The Opticoid eyes all over its body began to glow a warning green before all closing in unison, a gigantic eye opening up on the creature's chest and blasting a ray of green energy at Bonita, catching her off guard and striking her in the gut. A loud cracking sound filled the air as cold, hard stone raced up her body and fully encased her, her lifeless statue dropping to the ground with a dull boom!

Avea was now beyond furious, almost ready to explode if she could. With an enraged scream that sounded part rage, part horrid pain, and all out fear, she charged at the Omnibeast, swords swinging wildly as she rolled and twisted to avoid more blasts from the monster's many eyes. She managed to get one, two, three slashes across the creature's body, two on its chest and hacking off two of its Lepidopterran eyes. Before she could deal more damage however, the Omnibeast raised its Galilean arm, a green, wavering disk materializing into thin air at the tips of the talons. Avea, no matter how furiously she pumped her wings like a vagabond, could not reach the Omnibeast, her gravity having been manipulated to hold in her place. The Omnibeast green a toothy grin before thrusting its hand downwards, slamming Avea into the floor and nearly breaking all four of her legs under the severe pressure before ramming her back up into the rock ceiling and then throwing her into a wall before letting her drop to the ground.

The hybrid coughed up blood as she climbed to her feet, using one of her swords to support her weight under her shaky legs as the Omnibeast shuffled forward, its Yeti arm raised and ready to crush and end her. Before it could however, it suddenly lit up like a Christmas tree, bellowing in agony as Frankenstrike launched a blast of electricity at its exposed back, aiming directly at its delicate Lepidopterran wing and incinerating it into ash, grounding it.

"Get out there, Avea!" the Transylian yelled as Skurd oozed his gelatinous body over one of Frankenstrike's arms. "What are you doing?" he asked.

"Making a point, dear boy!" Skurd exclaimed, morphing Frankenstrike's arm into a Talpaedan's. With a satisfied grin, the Transylian ran at the Omnibeast, yelling his battle cry as he fused the claws on the end of the arm into a hardened tip and thrust it deep into the creature's Galilean arm. The piston the other end of the arm began to pump furiously as a loud, jack-hammering sound filled the air; the Omnibeast howled in agony as deep cracks appeared in the rock skin before the limp shuddered and suddenly fell from the body, landing limp on the ground and leaving a rocky stump on the Omnibeast's shoulder.

"How do like them apples!?" Skurd cackled with glee, stretching himself over the Talpaedan arm and Frankenstrike's back, morphing his gooey body into the Bloxx Lobber. His host grinned as he aimed the barrel of the gun at the Omnibeast's face and fired off a couple dozen blocks, all of them exploding and sending the monster skidding back. The beast was not finished however, and quickly opened its maw to release four, long, sticky Gourmand tongues that reached down to the floor and scooped the thrown blocks into its mouth, quickly chewing them as its cheeks buldged.

"Hit the deck!" Frankenstrike cried as the Omnibeast gave a serious hack and spat out several globs of disgusting acid. Skurd saw the attack coming and took away the Bloxx Lobber, sending it back into the Omnitrix before tapping into another set of DNA and forming a Petrosapien shield that Frankenstrike quickly raised over his body to protect himself; the thrown projectiles hissed loudly against the mineral shield, but slid harmlessly to the ground where they began to eat away at the floor before dying out. By then Skurd had taken away the Petrosapien shield in favor of covering both of Frankenstrike's arms and changing them to match a Thep Khufan's.

"This is a new one," Frankenstrike noted before raising the new limbs above his head and lashing them back down, cracking the extendable fingers forward to wrap around the heavy Yeti arm and restrain it. Both ends struggled for a few brief moments before Frankenstrike managed to gain the upper hand and haul the beast's entire weight into the air before slamming it back down into the ground, retracting his bandage fingers to catch his breath.

"Look out!" Skurd warned. The Transylian blinked and yelped, diving to the ground as twin jets of fire and ice shot over his head, slamming into the wall behind him and obliterating it to reveal ragged, rock wall. The Omnibeast climbed out of the crater its body made and turned back into its shadowy vapor swooping through the air to swirl around Frankenstrike into a tight cyclone. Frankenstrike clenched his bandaged fists and felt his conductors crackling with energy, a large ball of electricity building between them before launching out into the cloud, sparks dancing through the black storm before the shadows condensed back into the Omnibeast. And for once, it looked weary.

With a loud roar, the Omnibeast charged right at Frankenstrike, determined to crush him into a thick, gooey paste under its single fist and large hooves. The creature managed to land a blow to Frankenstrike's jaw and midsection before ramming its shoulder into him and knocking him to the ground and sending him skidding into another lab table, spilling the chemical contents it held all over him once more.

"Again? My dry cleaner's gonna have a fit!" the Transylian groaned as the Omnibeast approached, ready to finish it opponent right then and there. The only thing that kept it from ending its opponent's life however, was the slimy little creature that sat on his left pectoral muscle, but the creature chose to ignore it. It opened its jaws again to let the four tongues slither back out into the world to grab some of the rubble that had collected on the ground from the battle. The Omnibeast's teeth groaned and crunched the rock and wood into a thick, gooey paste before enzymes in the mouth added special chemicals to the mix that made it extremely corrosive and acidic. The creature narrowed its human pair of eyes at the dazed Transylian, knowing its victory was assured. It sucked in a deep breath through its nose before launching the massive ball of disgusting glop at Frankenstrike, ready to see the patch-work flesh melted off of his bones right before its eyes.

And it almost would have had a purple blue not suddenly stepped between them and blocked the the corrosive material with a loud clang! The Omnibeast to see a panting Avea standing between it and Frankenstrike, her face twisted into an expression that promised death; the Omnitrix timed out and changed Ben back to normal. "No one . . . touches . . . my friends." Avea snarled in a dark tone before swinging her swords forward and slashing them across the Omnibeast's face, severing the other two Lepidopterran eyes and the four Gourmand tongues that hung out of its mouth. Dark, black blood splattered everywhere, on the Omnibeast, on the floor, on Ben, but mostly on Avea. The hybrid didn't care however and reared up onto her hind legs, lashing out with her front pair and landing two deadly blows to the jaw that knocked out the Vampire fangs in its mouth.

More black blood poured from the Omnibeast's mouth as Avea pushed it back with unrelenting ferocity, screaming with rage all the way as she lashed out with her sharp hooves and even sharper swords, using her wings to deflect feeble attempts to fight back from the Omnibeast.

"As much as the girl can handle herself, it won't be long before she's absolutely exhausted!" Skurd remarked.

"What do you recommend we do?" Ben asked, rubbing his sore skull.

Skurd gave him a look. "You can't be serious, dear boy! We do what we do best: kick butt!" he declared cheerily as he turned on the Omnitrix and cycled through the available transformations with little tentacles before coming across the desired one and pressing down on the activation button. Ben felt his flesh become slightly squishy and more stretchable, glancing as he turned a dark green in color, parts of his hips, shoulders, wrists, and knees turning black. Large, red and yellow thorns ripped out of his shoulders and arms as he grew taller and taller, his head just barely scraping the low ceiling of the sewer. His hands turned into yellow claws covered by a dull orange covering with small spikes on his knuckles as fleshy thorns popped out of his disappearing knee caps and melting toes. His entire skeleton seemed to vanish completely to be replaced by something like the stem of a plant. His felt his head become engulfed in a flesh flap as his ebbing skull became pointed and brightly colored. The flap suddenly split open, forming into a kind of collar as the Omnitrix and Skurd appeared on his stomach, finishing the transformation.

"Swampfire? Now we're talking!" the Methanosian chuckled, long vines sprouting from the palms of his hands, the very tips igniting into balls of flame. "Time to whip this sucker into shape!"

"Just when I thought your quips could not get any worse." Skurd sighed wearily as Swampfire charged after Avea and cracked his whips to wrap them around the Omnibeast's Yeti arm, holding it in place Avea managed to cut through the stitching and severe the limb entirely; there was no blood. Now with nothing bu a single wing and multiple eyes to defend itself with, the Omnibeast knew it was doomed. Even its highly advanced Cerebrocrustacean brain could not find a way out of its current situation as Avea and Swampfire descended upon its, slashing with blood covered Katana blades and flame-tipped whips that stun its vulnerable skin. Every now and then it would manage to land a hit with its dragon tail or stun one of them with its various elemental breaths, but it would be fruitless; Swampire would simply absorb the flame and throw it right back at him or warm himself up if frozen. Avea was more vulnerable to the elemental vapors, but could always count on Swampire to save her just in time to deflect them with her wings to the point where it looked she had thousands of crystals sewed into her feathers.

"This is for Sirena!" Avea roared, slicing her swords through one of the Omnibeast's Minotaur legs and making it drop to one knee as Swampfire hung back.

"This is for Bonita!" Avea cried again, slicing one of her swords through half a dozen Opticoid eyes and severing the dragon tail with the other.

"And this, this is for just because!" she bellowed at the top of her lungs, twirling the blades around in her fingers before stabbing them downwards and into the Omnibeast's skull, piercing its large brain and ending its life. The monster's corpse dropped to the ground as blood poured out of its mouth, nose, ears, and even leaked from the tear ducts of its eyes, Avea pulling her swords out of the flesh and letting her arms drop to her side.

Swampfire cast the plant-like whips aside after making sure the tips were out and walked over to Avea. "Rest," he told her. "I'll check on Maltruant and Viktor."

Avea merely nodded and simply dropped to the floor, landing on her knees and wrapping her wings around her self, letting her swords clattering to the ground as she welcomed the blackness that had haunted her for three months now. Swampfire smiled and turned to check on the good doctor and rogue Chronosapein in the next room; he was met with a scene of destruction.

Dust covered the floor and mounded into large piles scattered about, tables lying on the floor like the walls of a labyrinth as hundreds of experiments were smashed and destroyed between them, pooling into suspicious puddles or eating away at their surroundings depending on their content. The Methanosian cautiously stepped into the room, avoiding a shattered vial and stepping quietly over a turned over table.

"Hello? Mr. Stein?" Swampfire called out into the darkness. He was met with an eerie silence that was only interrupted by the bubbling of chemicals spilling out of their containers and onto the floor and the occasional zap or crackle from two heavy conductors wired into the ceiling. Without a word, Swampfire shoved a fallen table aside before deciding to stand it back up. He continued like this, working this quiet and bizarre clean up job in the hopes of uncovering anything that would give him a clue to what had happened in the room.

A pained groan came from a pile of rubble off in a corner of the room and Swampfire rushed to it, hopping over tipped tables to a the mound of debris that stood in front of a large imprint in the wall; it was vaguely human-shape, if the person in question was twice as tall as any person known. The Methanosian quickly began digging through the pile of debris, pushing back handfuls of dirt and rock pebbles and rolling aside larger pieces until he managed to uncover something beneath the pile. Or rather, someone.

"Whoa. Are you okay?" Swampfire asked, grabbing hold of Mr. Stein's large hand and pulling him up into a sitting position, dirt and rock pebbles sliding off of his body and into the pile as the large monster groaned and rubbed his aching skull.

"Fine, lad, fine," Mr. Stein reassured him. "My cranium is killing me, but that's not important right now. Tennyson, Maltruant's after Project X-18."

"Please, just call me Ben," Swampfire told him. "And what the Sphinx is Project X-18?"

Mr. Stein winced as he stood up, rubbing his sore back as he explained. "For the longest time, we've been having problems powering our base of operations. Nothing we tried would keep it up and running at the pace we required it for long. So, I began to work on a project to power the base without having to risk raiding Zs'Skayr's camps every time we ran out of fuel." At this point, the large simulacrum twitched and flapped his arms like a bird, softly clucking and pecking the ground as Swampfire tried to contain his laughter.

Mr. Stein twitched once more and continued on as if nothing had happened. "In short, Project X-18 is a new power core I have been working on. I actually modeled it after a form of yours. Nuclear Man, I believe?" Mr. Stein guessed.

"Atomix." Swampfire corrected.

"Yes, yes," the large monster brushed it off. Anyway, had I invented it fifty years ago, before this whole mess started, it would have had enough energy to power all of New Salem for the next two-hundred years without fail; seventy-five years for the entire country," he explained. "That scoundrel has gone back to the main power core area to secure it."

"What's it doing there?" Swampfire asked.

"I was going to install it before Maltruant infiltrated our base of operations," Mr. Stein sighed wearily. "Go. You don't have much time, especially after defeating the Omnibeast."

"Yeah. Word of advice on that: don't try it again." Swampfire warned him before leaving the room.

"Words to live by." Mr. Stein sighed before collapsing onto his back to rest.

---

The power core was amazing. It actually bared resemblance to the Plumber base back home, but Ben kept this to himself as he walked along the top platform that ran around the circumference of the room in a wide ring. Below him were three more decks similar to the one he was on, each one packed with old bits of machinery that no longer ran or were kept in storage until they be used again. The most noticeable part of the room however, was the large, metallic sphere that hung in the very center of the cylindrical room, ringed by the three decks and reachable by a walkway from the second deck. Hoses and wires snaked from hundreds if not thousands of random points along the sphere; Ben would have guessed it was a large containment sphere of some kind, to hold a power source.

It would have all been far more impressive and amazing had he had not had to help Avea walk alone. The hybird had woken from a short, uncomfortable nap on the lab floor to see him leave and refused to rest until the matter was dead and buried; Skurd had been slightly uncomfortable with her choice of words.

"So, if I were an Overgrown Wind-up Toy, where would I be?" Ben wondered quietly as Avea leaned on his shoulder with a wing wrapped around him for extra support.

"Probably searching for Project X-18," Avea yawned. "And since I don't see him on this floor, he's probably farther down."

"How can you see anything in this darkness?" Ben wondered.

"When you're stuck in an underground base that's prone to having power issues for fifty years, you develop some keen eyesight." Avea said sleepily, her movements more slow than before. Ben sighed and quickly slapped her across the face, waking her up. "Thanks."

"No prob. But seriously, you really need to get some rest," Ben told her, leading her over to the railing for her to lean on as he turned to the Omnitrix; he was near blind in this much darkness, and any form that had good night vision would be much appreciated. He cycled through the aliens in his roster before selecting Eye Guy and slapping the activation button, the green light washing him and doing its work. He felt the skin around his skull slowly vanish, as if some flesh eating parasite were eating at it. His skull slowly turned upside down as the bones ground and shifted with a sickening sound. The teeth became sharper as new, thicker skin covered his face and his eyes molded into one. His fingers turned into dagger like claws that felt like they could slice through someone's soul. His legs wrapped around each other into a sort of ghostly tail as thick, green chains formed around his neck and wrists. The Omnitrix and Skurd appeared on his chest, the chains all meeting together at the same spot as a dozen writhing tentacles suddenly spilled forth from Ben's insides. The transformation was complete.

"Let the games begin!" Ghostfreak rasped.

"You are so lucky we're friends." Avea warned him, reaching into her jacket and pulling out yet another cigar and lighting it with a small lighter she dug out of her pocket.

"Seriously, you really need to stop smoking those." the Ectonurite sighed.

"At this point, the caffeine in them is the only thing keeping me awake," Avea yawned, sucking on the end and puffing out a cloud of dull yellow smoke that Ghostfreak saw as clear as day. The Ectonurite rolled his eye and led Avea away from the railing, flying over the railing and down to the floor below with the hybrid right behind him. It was still pitch-black down below, even darker than above if that was possible, but Ghostfreak saw everything as if it were daylight; having evolved on a planet plunged into near abyssal darkness did that to most species, their genes adapting to their environment to help the species survive and even thrive in some cases.

Evolution aside, the second level was rather empty, accept for machines that lined the walls, presumably to help keep the power core stable, and spare crates and carts carrying supplies. There was no sign of Maltruant or Project X-18.

"It's quiet," Skurd murmured. "Too quite."

"Figure that out all on your own?" Ghostfreak grumbled. "On the bright side, I think we aren't alone." The Slimebiote gave him an odd look before the Ectonurite pointed with a claw towards a faint, soft, red glow coming from across the platform. He took to the air and flew across the circular gap that separated both sides of the platform, leaving Avea, and descending down to the other side to hover a foot or so above the ground. The red glow he had seen before was still there, nothing more than a wide circle hovering in the darkness with two small orbs a couple feet above it, as if they were a pair of eyes.

"Beth Tennyson. So nice of you to join us." Maltruant spat with disdain.

"I'M A BOY!" Ghostfreak roared. "What are you, blind!? And the what the Sphinx do you mean by 'we'?"

The rogue Chronosapein merely chuckled as the glow from his chest became brighter and brighter until it created a red dome of red light around him, exposing the Chronosapien's black and gray metal skin. He was as evil-looking as Ghostfreak remembered, a cold, hard exterior covering him and his metallic eyebrows arching downward into a permanent scowl. The Ecotnurite noticed that while one of Maltruant's arms hung limp at his side, waiting to be used, the other was holding something its hand. The Chronosapein's chuckling got louder as it brought its arm above his head, hauling up what was kept locked up tight in his fist.

It was Twyla.

"Let her go, you Overgrown Wind-up Toy!" Ghostfreak spat.

"I seriously thought your battle quips were much better than this, Tennyson," Maltruant joked.

"Don't play games with me! I said let her go!" Ghostfreak hissed angrily, his claws became sharper as his tentacles ripped through the skin on his chest. A line around his mouth split through the protective skin across his body, razor sharp teeth ripping out from underneath it as a row of bony spikes teared through his back.

"Oh, of course I will!" Maltruant said rather giddly. "As soon as you help me find project X-18."

"And why would I help you?" Ghostfreak hissed.

"Because if you don't," Maltruant smirked, walking towards the railing and hanging Twyla's limp form over the side. "Your glorious leader takes a little trip she will most likely not survive. I never knew one could take a such beating from such a primitive beast." he remarked mockingly.

The Ectonurite froze, his single eye tracing over to his lover. She did indeed look horrible, as if her body had put through a paper shredder; her skin was riddled with deep cuts and gnashes that dripped with dark, red blood and her left arm hung limp from her body, crushed. Nasty looking burns laced themselves across her leg, her metal replacement half cooled in places and looking as it had been twisted like a pipe cleaner. A terrible looking wound that was still bleeding lay on her head, large fistfuls of her twilight colored hair ripped from her skull as the mother of all scars tore across her last good eye. She didn't look she would last much longer, let alone a hundred foot drop to the bottom of the main power core room.

"Fine," Ghostfreak agreed with great disdain, his teeth and spikes retracting back under the protective skin that covered his body as his tentacles slithered back inside. "Mr. Stein said he was going to install it before you cut the power, so it has to be on this level. That's all I know."

"Hmmm," Maltruant hummed. "Your grandfather has taught you some useful tips, such as surrendering when you have no other option." he chuckled darkly.

"But apparently not 'Look out behind ya'!" Avea roared, thundering down the platform towards Maltruant and managing to catch him off guard enough to land a strike to the key-like protrusion on his head, a hollowing ringing sound echoing throughout the chamber as Maltruant stumbled on his feet, accidentally (or purposely) whacking Twyla's limp body into the railing. Ghostfreak cried out in worry and rushed forward, his claws raised to rake them across Maltruant's metal body and try to dismember or possess him.

The rogue Chronosapien seemed prepared for it however and quickly spun the windup key-like gibbosity on his head backwards, a sound like the toll of a dying bell echoing throughout the chamber as a red beam radiated outwards and froze everyone and everything it came into contact with on the spot, freezing them in time. With a grunt, the Chronosapien climbed to his feet and lumbered across the platform, carelessly dragging Twyla behind him as he rather lazily searched through the stacks of crates on the level, incautiously knocking them over when they didn't contain what he was searching for. After what seemed hours, though it was hard to tell considering time was frozen, Maltruant finally found what he was searching for: a glowing green orb with two metal caps hugging opposite poles of it as it swirled and pulsated with almost limitless energy. The Chronosapein chuckled to him as he stored Project X-18 in a compartment on his body, setting it next to the stolen Anihilaarg and closing the hatch before calmly marching back over to Ghostfreak and Avea, still frozen as they were when he left them. He heedlessly dropped Twyla to the floor and stalked over to Avea, moving her body so that she would be even with Ghostfreak. He then moved over to the Ectonurite and pushed him into the air and a little to his left so that he would be in a position to attack his partner.

Maltruant then walked back over to Twyla and hauled her back up into his large hand before spinning the protrusion on his head forward again, bringing the time stream back to its normal rate. Avea and Ghostfreak suddenly sped up, after having been in the longest jumps of their lives, and crashed into each other, landing in a tangle of arms, legs, and wings on the floor.

"Oh, how you have failed, Tennyson," Maltruant said without feeling as he stepped in front of the groggy Ectonurite. "Rule number one when dealing with the most diabolical being in existence: never trust them." he chuckled, hanging Twyla over the railing.

"You said you weren't going to drop her!" Ghostfreak cried.

"Yes," Maltruant agreed, his metal eyebrows arching down even further. "I lied."

And without another thought, Maltruant released his hold on Twyla's wrist and let her fall to her doom, summoning a blood red portal and stepping through, disappearing from existence as the portal sent him elsewhere and closed behind him.

"NOOOOOOOOO!" Ghostfreak wailed.

And there we go! I truly am the most evil for leaving you hanging like this, but since its my birthday I can do whatever I want! Ha-HAH! But because I'm not that evil and seriously enjoy typing this story, the next chapter will be out in a little less than week. More more.

Also, I would like to state for the record that Lagoona is NOT a part of Ben's harem. But since so many people were requesting something like this, I decided I might as well give you what you want. And to make you even more happy, there may be roughly ten, possibly twenty more chapters before I end this. Ya, I got a lot of work to do.

ATTENTION! For those of you that hardly read the author's notes anyways and simply skipped this over above, you might want to pause right there and listen up! I am holding an OC contest for this story. Now before any of you get too excited or angry, I WILL NOT BE ACCEPTING NEW CHARACTERS OR OMNITRIX ALIENS! This contest is for a later chapter that I 'm preparing for right now and I thought y'all might wanna join in the fun.

This contest is for Nemetrix predators! The rules are simple: send me an OC for a predator through the reviews or PM listing its name, home planet, species name, description, powers, weaknesses, and what Omnitrix alien it hunts. I will except predators of Omnitrix aliens (including my OC alien and the other new ones) only! Any others will be instantly disregarded!

The winners (an unknown number will be picked) will get their predators published in this story and, as an added bonus, will have their creations brought to life! I now have a Deviantart account and intend to use it by drawing the winners if the contest! And if you have any guess as to how the canon Nemetrix predators and your OCs fit into the story, take a guess!

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

Hasta Luego!