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.

48. The Return of Ben 10

Hello, ghouls and gentlemonsters! Tis I, Creaturemaster back with another story for your enjoyment!

Announcement wise, thank you to every one who submitted their Nemetrix predators via reviews and PMs. There were many predators to chose from and some difficult decisions had to be made, so apologies to those that didn't make the cut. For this chapter, just to keep things interesting and full of suspense, only my own creation of the new predators to appear will be shown in this chapter; the others will make their appearances next chapter.

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

Onwards!

"It has been four months, ladies and gentlemen, and the world is silently rejoicing as it receives the greatest Christmas present of all: the one man alien freak show, Ben Tennyson, is gone for good!" Will Harangue spoke into his microphone as he faced the news camera with a steely expression; the anchorman had once, believe it or not, been human at one point or another. But then, somehow or other, he had been turned from his handsome, human self, into a freak of nature with slimy, olive green skin covered in wart-like lumps, fin-like ears, slime-covered gills, tendrils that acted like a beard on his chin, and his hands had been replaced with disgusting tentacles. On either side of side of his head was a blank, yellow eye with a third eye smack dab in the center of his forehead. And even though he still wore his fancy suit, in the hopes that he would still be able to pass off as somewhat normal, the glasses on his face did not exactly help his case, especially since they never actually sat over any eyes whatsoever. "And in that time span has reached a peak of prosperity without the menace Ben Tennyson to stop us!"

Suddenly, a loud explosion rocked the city block behind him as Kevin Levin came flying through the air, yelling at the top of his lungs, before he slammed painfully into the pavement behind Harangue.

"Yeah. Some prosperity." the Osmosian grumbled with annoyance, rubbing his aching skull as a loud roar shook the air. A massive animal the size of a small truck blasted right through a convenience store that had been abandoned during the fight and bellowed; the animal lumbered on four, monstrous legs with scraggly, brown fur at the joints and four, gigantic, wicked claws on each foot. Sharp, spiky fur amongst real spikes covered the animal's back and a short tail with spikes like a Stegosaurus at its tip stuck out from the back of the animal with curved fangs that stuck up and down from both jaws at the front of the animal. Hanging onto the mutant's sharp, pointed ears was the madman behind the whole mess; he was tall and sickly, green skin, pointed ears, bleached hair and sharp fangs for teeth. He wore a green lab coat with a strange device strapped to the front, and black, rubber gloves on his hands. The most striking feature about the deranged lunatic though, was the fact that his rather impressive brain was encased in a tight, glass dome with strange, antennae-like devices sticking up and giving him the appearance of a humanoid ant.

"Go, my pets! Level this city to the ground!" Dr. Animo cackled madly atop his mutant prairie dog as a wave of twisted, animal experiments poured out over the remains of the city block, all of them eager to obey their master's orders. There were gigantic hornets the size of elephants with massive, serrated jaws, spiked legs, and stingers, kangaroos as big as cars with sharp horns on their heads and massive, gaping maws where their pouches would have been, and huge frogs the size of rhinos with large horns on either side of their heads and four, blood red eyes.

"Mr. Harangue!" Rook Blonko yelled as he brought the Proto-TRUK to a screeching halt next to a dazed Kevin and perturbed anchorman. "I must ask you to leave for your safety." the Revonnahgander told Harangue firmly.

"Make me!" Will snapped angrily as a swarm of mutant hornets buzzed overhead and devoured a billboard; Harangue's cameraman gulped nervously and tried to hold his ground, mainly because his boss would no doubt fire him if he fled the scene like any sane person would have done.

"Oh, for the love of- Eradiko!" Gwen sighed with impatience as she hopped out of the passenger seat of the Proto-TRUK and flicked her hand at Will and his trembling cameraman, wrapping and trapping them together in a ball of bright, magenta mana.

"You can't do this! This is withholding freedom of the press!" Harangue cried indignantly as he curled his tentacles into fists and fruitlessly banged on the walls of his prison. The Revonnahgander, Osmosian, and Anodite ignored him and turned to face their current problem just as half a dozen more mutant prairie dogs came tunneling up from under the street, sending chucks of road everywhere when they shook their fur and joined the carnage.

"Man, I wish Ben were here." Kevin grunted as he set a palm down on the road and absorbed the material, hard, crusty, black tar crawling up his arm and over his body, forming a thin, protective layer of the stuff that Kevin quickly morphed into a sharpened blade.

"You and me both." Gwen sighed.

"And you're sure we ain't get any back up?" Kevin asked.

"I am afraid not. The rest of the Plumbers are otherwise occupied, with the Alpha team currently battling Billy Billions, the Beta team fighting Trumbiulor, and every other Plumber we are able to spare handling the Vreedles." Rook sighed, taking the Proto-Tool off of his shoulder and loading, a loud whining sound echoing through the area as it warmed up.

"So, just the three of us against all odds with no help whatsoever." Kevin summed up before a sympathetic smirk crossed his face. "Just like old times, eh, babe?" he asked Gwen.

"Almost." Gwen sighed sadly before her expression turned into one of annoyance. "Lets get this done and over with."

"Way ahead of ya, babe." Kevin grinned wickedly. The Osmosian charged into the fray with an air of presumptuousness on his mug, swinging his arm in front of him as mutant prairie dog came charging at him; the blow smacked the animal upside the head with the flat of the blade, dazing it slightly until Kevin knocked it onto its side with a solid punch to the neck.

"Guess we can't let him have all the fun." Gwen sighed as Kevin effortlessly took out a swarm of mutant hornets, a cocky smile the whole time. The Anodite raised her hands, summoning balls of mana between her fingertips, and threw her projectiles at a mutant frog that was currently trying to squish a city bus under its girth, nailing the massive amphibian in the face before cupping her hands together and firing off a concentrated blast of mana at the frog, knocking it off the bus and into an old apartment building.

"Get them, my pets! Destroy them all!" Dr. Animo cackled from the safety of his mount as his twisted army of experiments turned their attention to the three Plumbers.

"Oh, dear." Rook bit his lip before he pulled the trigger on his gun and fired off several rounds of plasma bolts into the crowd, expertly picking off the mutants that would likely cause the most trouble for him and his temporary partners. He then quickly took the Proto-Tool in his right hand and lashed it towards the ground, the weapon shifting into a quantum staff just in time for the Revonnahgander to strike a prairie dog across the face and smashing it against the abandoned bus, the vehicle exploding into a fiery cloud of fur and metal. Rook then quickly ducked to the ground as mutant hornet tried to snap him up in its spiked legs, buzzing its wings to come back around and try to grab Rook again.

"STOP!" Dr. Animo roared; upon his word, every last mutant stopped in its tracks hovering in the air or sitting down on the ground to hear what their master had to say as Kevin, Gwen, and Rook lowered their respective weapons, simply confused. "Surrender now, or their lives are forfeited." the mad doctor grinned toothily, pointing with a rubber gloved finger to Haranague and his cameraman trapped helplessly in a mana orb as a massive frog held them tightly with its long tongue, slowly pulling the glowing ball towards it mouth.

"Hmm. Tempting." Kevin mused as Gwen threw him a glare.

"A hostage situation," Rook mused. "Have you ever dealt with one?"

"Well, there was that one time Emperor Milleous threatened to blow up the Earth if we didn't rescue his brat of a daughter from Sevenseven . . ." Kevin told him.

"And?" Rook asked.

"He ended up blowing up Pluto."

"Oh." Rook simply said.

"Hello!? Anyone at home?" Dr. Animo interrupted with annoyance. "I'm waiting for an answer!"

Kevin sighed. "Fine." he grumbled under Gwen's glare. "Forget about it, Freakimo!" the Osmosian yelled as he charged at the mutant frog and shifted his sharpened blade into a large hammer before he struck the gigantic amphibian across the face, releasing its hold on the mana bubble and sending it flying into another building; as if someone had flipped a switch, the battle resumed. A mutant kangaroo bounded over to Gwen, balancing back on its tail and lashing out with its feet as Gwen threw a large ball of mana at it. The mutant marsupial kicked the ball back at Gwen, actually seeming to smirk when the ball bowled over Gwen and flattened her into the ground. She groaned and started to pull herself up before the kangaroo leaped onto her back and pinned her to the ground.

"Gwen!" Kevin cried, rounding on his girlfriend and ramming a shoulder into the kangaroo's thigh before crying out in pain. It was like hitting a steel wall, sending waves of pain through Kevin's arm, a look of fear crossing his face when he saw the blow had punched clear through the protective layer over his entire body, a nasty purple bruise already starting to form on his shoulder. The Osmosian then cried out when something slammed into his back and started to pull him backwards. "Aw, man!" he cried just before he disappeared down the throat of a gigantic frog.

"Kevin!" Rook cried, rushing to the aid of his friend only to be cut off by a pair of prairie dogs. The two mutants screeched loudly and snapped their jaws,s talking closer and closer to Rook as they glowered at him with their soulless, orange eyes, their hackles raising as the spikes on their backs stood up. One of the prairie dogs bellowed and lunged forward, managing to catch Rook off guard and snatch his quantum staff in its teeth as it ran past and crashed into a parked car, its claws unable to grab a hold on the slippery road due to broken fire hydrant that had been destroyed during the chaos. Rook ignored the behemoth and instead balled his hands into fists, gesturing for the prairie dog to come at him. The mutant screeched and charged at Rook, pouncing on him and pinning him to the ground, only to be slugged twice in the lower jaw; the Revonnahgander took the opportunity to slide out from under his opponent and lash his leg across the mutant's face, only to have it catch his attack in his teeth and hold him there with his claws, growling in triumph as Rook struggled.

"With Ben Tennyson gone, I can rule the world!" Dr. Animo cackled. "No one can stop me now! NO ONE!" he cried to the heavens as his minions bellowed their approval.

"I beg to differ, Aloysius."

"Who dares!?" Dr. Animo cried with frustration, whipping his head when a loud, swirling noise and bright light caught his attention as a large, blue portal opened up in the middle of street to his right; a middle-aged man stepped through the vortex, a warm smile on his face as he strolled forwards with a cane between his fingers. One of the man;s hand was gone to be replaced by a metal lookalike with what appeared to be a clock embedded into the back of his hand and a white, lab coat over his person with a pair of goggles around his neck.

"Professor Paradox?" Gwen grunted.

"Indeed, Ms. Tennyson." the Time Walker smiled.

"What are you doing here, Professor?" Rook inquired.

"Returning something that belongs to you," Paradox smiled. "Or rather, someone. As said someone once said, 'It's Hero Time!'"

The three aliens and mad doctor looked at Paradox with utter confusion until a loud roar shook the air around them, the sky above them exploding into a burst of purple energy as a massive, swirling portal ripped its way across the sky with a loud bang! A gigantic ship with ragged, torn sails, a skeletal figurehead, and algae encrusted hull slowly and silently sailed through the portal through the warm air; Rook's eyes widened when he thought he saw what looked to be human skeletons decked out in pirate garb jumping about through the ship's rigging as if they were monkeys, their bony jaws twisted up into smiles as several other bodies rushed to the side of the ship. The anchor gave a groan before it plummeted to the ground and crushed a mutant hornet into a gooey pulp as it embedded itself deep into the pavement while half a dozen ropes suddenly were thrown over the side until they touched the ground.

"ARRRR! PREPARE TO BE BOARDED!" a loud, feminine voice roared as a glowing, blue figure dived over the side of the ship and spun dizzily around the anchor's barnacle encrusted chain, cackling madly as she spun around in tight circles and suddenly unclasped the massive sword at her side and decapitated a pair of hornets. There came more battle cries as more figures dropped down from the boat, almost all of them seeming to be girls; one of them had mint green skin, black and white streaked hair, and stitches that arched their way across her body; another was covered from head to toe in dark, brown fur and had a pair of canine-like ears poking out from the mane of curly locks on her head as she growled and bared her fangs; another girl had blood red skin and a pair of curved horns poking out from her forehead, a long tail with a spade-like growth at its tip, and a pair of bat-like wings jammed onto its back; and yet girl seemed to be a mash up of different creatures, with the lower body of a horse, the upper part of a girl, and the wings of a large eagle.

"Attack!" a girl whose body seemed to be entirely comprised of copper plating and rivets yelled as she flew low over the ground with a pair of rocket boots on her feet and rammed her clenched fists into the gut of the mutant kangaroo holding Gwen hostage, sending the animal flying into a building where the metal girl proceeded to slug it across the head and face.

The rest of the ghouls got into the action a girl with green skin and wild neon green and pink hair raised her hands towards the heavens, summoning dozens of thick, thorny roots from under the road that quickly wrapped themselves around several of the mutants and restrained or destroyed them by cutting off their oxygen supply; another one whose body was occasionally wrapped in bandages here and there whipped out a pair of collapsible blades and sliced off a hornet's wings before jamming the swords into the insect's exoskeleton and ripped out its organs, killing it; and yet another girl covered in golden scales and with a reptilian tail coming out from the base of her spine blasted a jet of flame from between her jaws at Dr. Animo's prairie dog, knocking the mad doctor off with a roundhouse kick as the mutant rodent screamed and caught fire, running out like mad.

"Hey, leave some for me too!" another voice cried that was all too familiar to Gwen. The Anodite gasped and looked up to see Charmcaster dive over the side of the ship, her fingers quickly grabbing onto one of the ropes as she spun and twirled her way through the air with what seemed to be misplaced joy until she touched down.

"Charmcaster!?" Gwen cried with disbelief.

"And her boyfriend too!" another voice cried; Gwen took the chance to glance up to see a tall boy dive over the side of the ship, his spiky black hair blowing in his face and his reptilian tail whipping out behind him as he plummeted and the changes began. A loud cracking sound filled the air as Dragoon's bones shifted and ground, lengthening and thickening as his changed. His arms began to swell as his veins bulged and pulsed, new blood forced through them as his hands trembled and shook violently, large claws growing from his fingernails and thick scales running up from his arm to the rest of his body. The scales began to cloak him as his frame began to expand, becoming bigger and bigger in size and stature as his head grew larger. His face suddenly expanded outwards into a sharp snout as his teeth ground and grew into razor sharp fangs. His tongue became long and forked as his ears suddenly morphed into a small pair of horns. A loud cracking sound filled the air as a large pair of horns grew from Dragoon's skull, a row of sharp spikes growing up from the vertebrae on his back. A skeletal tail suddenly whipped out from the base of his spine, quickly being wrapped in firm muscle and tissue before hard, red scales covered the muscle, a spade-like growth forming on the very tip of the tail as he was forced onto his four, changing legs. The most noticeable change however, was the suddenly appearance of two pairs of large, bat-like wings that slipped out from his back with a sickening sound and into the ground daylight, adding to Dragoon's new form and completing the transformation; a loud boom! Resonated through the ground as the massive reptile landed right behind Charmcaster, his body low to the ground.

"Correction: my dragon boyfriend." Charmcaster smirked. "Mercuta verihitis!" the sorceress cried as hands glowed an ominous pink and blasted a jet of concentrated energy at a mutant hornet, smirking slightly when the oversized insect exploded into a gooey mess; Dragoon bellowed and blasted a wave of fire out from his jaws and incinerating a row of frogs on contact, his toothy jaws turning upwards into a smile as the amphibians exploded into a gooey mess.

"Man, does it feel good to be back!"

"Is that . . .?" Gwen gasped.

"Could it be . . .?" Rook wondered.

"Is that who I think it is?" Kevin groaned as he managed to force the frog's slimy jaws open.

"NO! NOT HIM! ANYONE BUT HIM!" Dr. Animo shrieked.

"It's Hero Time, baby!" Ben cried as he dove over the side of the Salty Spectre and activated the Omnitrix, cycling through the roster before coming across a suitable alien and slamming down on the activation button. He felt his bones liquify and his muscles turn into soup. His fingers and hands melted together into long, elastic tentacles. Ben felt every fiber of his being pulled apart as his face hardened and his organs moved up behind it. A hard casing formed around his organs and face, turning into a hard face plate with black designs on it. He felt the Omnitrix slip inside him as his entire body suddenly turned into a large puddle of water, the face plate floating around in the water.

Overflow came crashing down to earth in a massive wave of water, blasting over everything within range before he morphed back into a more humanoid figure, summoning all the available water and moisture from the surrounding area towards him, building up his figure until he was only a little shorter than surrounding buildings. A loud, cracking noise echoed through the air as the Aguadite's feet and hands began to freeze and harden into crystallized ice as frozen spikes formed on his hunched back and along his arms as he bellowed.

"What up, dudes?" Overflow gave a mouthless smirk before he raised up a frozen foot and stopped it down into the road, sending out a low shock wave that knocked everyone off their feet as the Aguadite reached down with a hand and scooped up several mutant wasps in his hand, crushing the mutant insects into a gooey mess of innards and twisted, twitching legs. The Aguadite then stooped down and gently picked up a girl with light, purple skin and dark, indigo and magenta hair in his icy hands before tossing her high up into the air above his head; Gwen gasped, her hands already glowing a bright pink to save the falling girl as she fell when the most shocking and surprising thing happened. The girl's frame started to swell, becoming utterly massive as her clothes started to tear under her growing bulk. Her back expanded outwards as her neck thickened and suddenly lengthened to an impossible distance while her bones thickened and became more pillar-like. Her skin hung off of her like a wet, paper bag before suddenly snapping back into place, now a pebbly texture instead of being nice and smooth. A loud cracking sound filled the air as she fell as her spine lengthened out into a long tail that was quickly wrapped in muscle and skin while her eyes moved to either side of her face as her head bulged forward. Her teeth ground and cracked, becoming flat-like and perfect for chewing plant material as her organs sloshed and moved about inside of her, growing larger and larger as a large claw sprouted from her thumb as her hands and toes fused together into large, flat feet, completing the transformation.

"Duck and cover, dudettes!" Overflow cried as his large figure dissolved into a wave of water and slithered under a car for protection as the colossal Brachiosaurus came crashing down with a loud bellow, crushing a group of frogs and hornets underneath its massive bulk and talking out a mob of mutant kangaroos with a swish of its massive tail; Dragoon attacked from the skies with Charmcaster on his back, the four-winged dragon spitting fire in all directions as Charmcaster rained down spell after spell on the unfortunate mutants.

"You think you can stop me Tennyson!?" Dr. Animo spat now on the back of gigantic, mutant hornet. "You will never defeat me! NEVER!"

"You really think you're a cut above the rest, huh, dude?" Overflow joked as he reached deep within himself tapped the Omnitrix disk with an icy claw, a bright, green light washing over his liquid figure and changing his DNA. His fingers quickly fused together into razor sharp points as his wrists and arms became wider and harder, like semi-flattened blades. A small, pentagon-shaped notch appeared in the inside of his arm just before the joint, a sharp blade popping out at the elbow. His skin turned a tough red, the points and blades turning a bright white as black lines etched themselves across Ben's arms. His arms became thinner the rest of the way up as muscles piled themselves into the shoulders and chest region. His feet morphed into sharp points similar to his hands, sharp blades popping out on his knee caps as more black lines appeared on his body. His face split into three, rounded horns, each of his two now entirely green eyes sitting on a horn as the Omnitrix appeared between them on the third. The final piece of the transformation was the addition of a pair of black briefs, green and white belt, a green strap vest and a pair of green shoulder pads.

"It seems I now have an edge!" RazrEdge cracked.

"Someone kill me now." Kevin groaned as the mutant frog puked him up in a disgusting, slimy mess.

"With pleasure, Levin!" Dr. Animo cackled as he jabbed a finger towards the Osmosian and sent a swarm of hornets at him. Kevin gasped, unable to defend himself so quickly and braced for the worst when suddenly the entire swarm was sucked into the shadow of a looming building by dozens of dark, tendrils that seemed to be made of the shadows themselves; loud screeching and hissing came from within the darkness before the insect's hollow exoskeletons came flying back out, clattering loudly to the pavement as a loud burp came from the shadows. "Excuse me." a timid voice apologized.

"Ahh! Ben!" a girl with delicate insect wings coming out of her back and a pink, skeletal body cried as a mutant frog snapped out its long tongue and wrapped it around her, pulling her back into its mouth and swallowing with a loud croak.

"Bad frog! Bad frog!" RazrEdge cried as he charged right at the massive amphibians and plowed straight through its body with a sickening slicing motion and loud splatter as he cut right through the mutant's stomach and came out the other side with the girl in his arms; the frog gave a final rumble before sagging to the ground, dead.

"Thanks, Ben." the girl shivered, wiping stomach juices from her skin with disgust.

"Anytime." the Parae Cortarix told as he set her down before turning on Dr. Animo. "It's over, Dr. Wacko!"

"Not ever, Benjamin!" Dr. Animo snapped angrily. "I'm sure where you went or how you managed to get back, but I will make sure you will remain forever lost!"

RazrEdge rolled his eyes before tapping the Omnitrix on his chest and immersing himself in a bright, green light. "Good luck with that." he grinned as he began to change. Ben felt every fiber of his being being ripped apart at the molecular, maybe even the quantum scale, becoming lose and separated. In a way, it was similar to being Goop, but this time it was beyond painful. He felt a darkness within him, like a vile serpent that was curling its way around his heart as the dark fibers began to condense back together into a somewhat more solid form. He watched from what seemed like a third person view as the black fibers, shadows seemed to be the more proper term, twisted and turned and molded together, forming the standard body shape for a four legged creature, complete with four muscled legs that ended in sharp, black hooves, and a tail that consisted mostly of stray hairs, much like a horse's. The sequence didn't stop there as the shadows began to form what seemed to be the head; except they didn't. Instead they morphed themselves into a muscled torso, Ben watched as four thin, yet muscled, arms formed on the torso and chest, two on either side. A small, somewhat human-shaped head formed on the end of a thin neck, elf-like ears forming on either side of it as white orbs took the place of the eyes. Dark, midnight colored hair sprouted from the scalp, tightening and condensing into long, wavy black hair tied into a ponytail. Ben then felt himself get sucked back into the lifeless body, his essence taking residence within the core as clothes began to form on the body; a dark green colored chest plate that contrasted nicely against the being's shadowy skin that swirled and whirled about with little control; arm and wrist guards with black stripes against dark green; spiked shoulder pads that framed a Roman style helmet with a bright green plume of feathers running down it. The agonizing transformation was complete when the Omnitrix appeared on the center of the chest plate.

"AGH! IT BURNS! IT BURNS!" Phobos cried helplessly as his dark figure began to distort and waver, a loud hissing filling the air as black smoke curled off the Varjoain's body. "WHY DID I THINK THIS WAS A GOOD IDEA! AAAAHHHH!"

"I don't know what's going on, but I am loving it!" Dr. Animo cackled as he watched Phobos writhe in pain, just before a girl with light blue scales, sharp fins, and a long reptilian tail with a webbed fluke at the end tackled him off of his mount and to the pavement, the two of them rolling a distance before coming to a stop.

"How was that?" the plaid wearing girl asked.

"Perfect! Fire in the hole!" another girl with shadowy skin, dark blue hair the color of midnight tied up in a ponytail, and a wispy tail for legs smiled as she summoned a rocket launcher into her hands and fired off the weapon into a kangaroo's mouth, knocking the mutant marsupial back into the remains of an apartment building where it exploded in a small fireball. The ghost-like girl then turned the weapon directly at Dr. Animo's face, her finger teasing the trigger. "Call them off, or I will blow your head off." she threatened.

"That is a bit extreme, no?" Rook asked Gwen.

"Very." Gwen agreed, her hands glowing a light pink as Phobos continued to run around like mad, trying to sooth the pain that was coursing through his body as the burning sunlight struck his body.

"Never!" Dr. Animo cried. "You will tremble before the might Dr. Aloysius J. Animo!" the mad doctor cackled as another wave of mutant prairie dogs tunneled up the sewers all around them, screeching loudly and snapping their jaws open and shut.

"ENOUGH!" a loud, booming voice roared from above. The entire battle froze, as if someone had hit the pause button the TV remote, and glanced upwards as the sky began to darken and thunder boomed in the distance. The shadows started to bubble like liquid before suddenly shifting out of their boundaries and into the world, a loud hissing sound filling the air as the shadows are swirled up into the air in a dark cyclone of dark energy before scattering to form a sort of shield over the entire city block, blocking out the sun and turning what little light was left a dim shade of gray.

"Rise, my son. Take vengeance!" a tall woman cried as she descended down to the ground. She stood perhaps twelve to fifteen feet tall and had flawless, ivory pale skin with bright purple eyes that flickered like candles. Her long, indigo locks wavered and crackled like a campfire, thin trails of smoke curling up from her scalp as she crossed her pale, arms over her well developed chest and curled her thin fingers over her wrists; she wore a simplistic purple robe with lavender trimmings, her feet invisible underneath and her black lips curled into a deep smirk.

"With pleasure." Phobos grinned, cracking all four of his knuckles. Dr. Animo gulped nervously as the Varjoain summoned four, razor sharp blades into his claws and narrowed his eyes. With a yell, Phobos charged into the thick of battle, nothing more than a green and black blur as he cut down mutant hornets and trampled them beneath his hooves, decapitated prairie dogs, stabbed mutant frogs through the brains before cutting off their tongues, and sliced kangaroos into two, not even phased by the blood that covered him. He attacked a mutant frog, stabbing two of its blades in its eyes before slicing off its front legs with the other two and stabbing all four of the blades into the amphibian's brain before moving onto a kangaroo, ramming his head into its chest and kicking in the jaw with his sharp hooves, knocking several teeth lose before Phobos cut off its head with a swipe of his sword.

"What happened to him?" Gwen wondered with slight fear and awe as Phobos spent less than a second on each mutant he came across, ending their lives before they knew what hit them.

"Has Ben not killed his enemies before?" Rook wondered.

"Sometimes but . . . never like this." Gwen explained.

"Benjamin has been through quite a lot in the past four months." the tall and seemingly powerful woman explained, quietly strolling over to them and leaning against the Proto-TRUK, dwarfing it as if it were nothing more than a table to lean on.

"Who are you?" Kevin frowned, morphing his hand into a large hammer and patting it into his open hand threateningly.

"I am Benjamin's mother." the woman replied.

"Last I checked, Sandra Tennyson is still currently residing in the suburbs of Bellwood, wondering where Ben has gone." Rook cocked an eyebrow.

"I am not his biological mother," the woman corrected herself. "I am his adoptive mother, Lady Persephone."

"Pardon me for asking, but is Persephone not the name of the mythical god Hades's wife?" Rook inquired.

"The very same." Persephone sighed unhappily.

""Prove it." Kevin narrowed his eyes. Persephone sighed and snapped her fingers, a large crack forming in the road at the Osmosian's feet; the gap seemed to lead down to the bottom of the world, never seeming to end its pitch blackness. A sudden movement made Kevin jump back with fright as a lone, human skeleton slowly crawled out of the crack in the ground wearing a barbarian's helmet, chest plate, and boots while carrying a long, curved sword in one bony hand and holding a rotting shield in the other. "Is that good enough proof for you?" Persephone asked.

Kevin's eyes widened with fear before he dropped to the ground and bowed. "All hail Lady Persephone, Goddess of the Underworld!" he cried. "Please don't kill me." he added quietly as Gwen tried to stifle her laughter.

"Oh, please stop that," Persephone sighed, pinching her brow. "Why is it that whenever I meet someone new, they always bow down to me?"

"Perhaps it is because of your status as a powerful deity," Rook mused. "That, and your startling height for one of human resemblance is quite frightening."

"Oh." was all the goddess had to say before she snapped her fingers and shrank down to the height of an average, human female with little more than a smooth, slurping sound. "So you are all aliens?" Persephone asked; Phobos came racing by with a mutant hornet on his back, managing to stab the gigantic insect in the head before he threw the carcass at a large frog.

"Pretty much." Gwen nodded, a bright, pink light washing over her frame and transforming her into her Lucky Girl outfit for a brief second before she changed back into her human form. "What, you don't have aliens where you come from?"

"It hasn't really been proven, but we do occasionally see the stray extraterrestrial life form," Persephone shrugged. "Though their more human-like than what my son can change into with the Omnitrix." Before the goddess could elaborate, they came a loud, girl-like scream; everyone turned their attention to see Phobos holding Dr. Animo a foot above the ground by his throat, a steely gaze trained on him while the scaly girl that had been holding the mad doctor captive nursed a bite wound on her arm. "Ooh," Persephone winced. "That's not gonna end well for him." she whispered to Rook as the mad doctor screamed at the top of his lungs in a fashion very similar to a little girl that had been frightened by the monster underneath her bed.

"Fine! Fine! I surrender! I SURRENDER!" Dr. Animo screamed. "Just keep those dreaded needles away from me! Keep them away!"

"Needles?" Kevin raised an eyebrow.

"Varjoain's possess the natural ability to scare their prey senseless but making them see what they fear the most, feeding off on the chemicals the brain creates when it is in a stressful situation." Rook explained. "It would appear Animo harbors a deep fear of needles."

"I know there's a joke in there somewhere, but whatever it is, I can't find it." Phobos grumbled as he dropped Dr. Animo to the floor as the Omnitrix timed out and brought Ben back to the world in a flash of green light; the mad doctor curled up into a fetal position at his feet and started sucking his thumb while ghost-like girl made her rocket launcher vanish in a poof of smoke and cautiously poked him.

"Ben? Is that really you?" Gwen asked.

"In the flesh." Ben grinned before Gwen tackled him into a tight hug and Kevin gave him the mother of all noogies while Rook attempted to give him what he had learned was a 'the bumping of the fist'. All seemed well before Gwen suddenly drew back her hand and slapped Ben clear across the face, leaving a pulsing, red mark on his skin. "Don't ever disappear on me again!" she screamed.

"Good to see you again, too." Gwen rubbed the sore spot on his face. "Allow me to introduce you to all my ghoulfriends."

"G-ghoulfriends?" Rook fumbled over the word for a second.

"The monster equivalent of a girlfriend." Ben explained; a girl with mint green and long, black and white streaked hair walked up to Ben, smoothing down her dress and readjusting the many stitches that crossed her arms and legs, ignoring the stares from Rook and Gwen and Kevin's slackjawed look as he looked at her and glanced back and forth between her and Gwen. "This is Frankie Stein, Daughter of Frankenstein's Monster. Frankie, this is my cousin Gwen, my friend Kevin, and my partner Rook." Ben introduced both parties to each other.

"Hi! Nice to meet you!" Frankie waved, taking Rook's hand in hers and shaking it. "Ben's told me so much about you." she added when her hand suddenly popped off; Kevin promptly fainted as Frankie's hand skittered around on its fingers along Rook's arm and across his shoulder before jumping back to its owner.

"Sorry!" Frankie apologized as she managed to grab her missing limb and reattach it to herself. "That happens sometimes."

Ben, are you sure this is not merely a female Transylian?" Rook asked, shivering slightly as Frankie flexed her freshly attached appendage.

"Tell me, Rook. Does she looked anything like Frankenstrike?" Ben asked.

"No." Rook admitted after a while.

"That's what I thought," Ben said with a victory smirk. "This is Clawdeen Wolf, Daughter of the Wolf-man, and Bonita Femur, Daughter of the Mothman and a skeleton." Ben continued, gesturing to a girl covered entirely in a short layer of dark, brown fur with a pair of dog-like ears on her head and sharp, painted claws on the end of each of her fingers and a girl with platinum blond hair, a pair of delicate, butterfly-like wings, and a dress that looked like it had been crafted out of bits and pieces lying around.

"H-hi." Bonita waved nervously before darting behind Ben when a car alarm suddenly went off and startled her.

"She's easily scared." Ben explained before turning to the ghoul that had been bitten by Dr. Animo; she wore a short, tartan skirt with a deep, red top with a black belt around her waist and dark pumps on her feet. A small beret with a plaid design sat on her curly, red locks and sharp, spiny fins jutted out of her ankles and arms. Next to her was a girl with smooth, green skin and a punk hairstyle with neon green and pink streaks though it, much like a wild flower in bloom as sharp, little fangs poked out from her lips.

"This is Lorna McNessie, Daughter of the Loch Ness Monster, and Venus McFlytrap, Daughter of the Plant Monster." Ben went on before trying to coax Bonita into pulling her sharp nails out of his shoulder in the least painful way possible. Lorna gave a small wave before glancing back nervously at the bite Dr. Animo had given her, which was starting to swell. Venus merely gave them all a friendly wave before a girl with metal plated, copper skin with rivets and bolts holding her together and long, black and blue locks descended from the sky on her rocket boots and pulled her into a hug before pecking her lightly on the lips; if it was possible, Kevin's eyes widened even further and his jaw dropped farther to the ground.

"Uh, Ben? Mind tellin' me why Venus just kissed a robot?" Kevin asked, unable to tear his eyes away from the two as they hugged each other.

"Oh, that's Robecca, Daughter of a Mad Scientist," Ben said without concern as he finally managed to persuade Bonita to let him go. "In addition to both of them being my ghoulfriends, they have a relationship with one another and Jane. A harem within a harem if you will." Ben explained.

"Pardon me for asking, but is not having multiple spouses frowned upon in your culture?" Rook asked.

"Mostly," Ben nodded. "Don't really care though."

"Who's Jane?" Gwen asked before a large shadow cast over her. The Anodite rolled her eyes skyward to see the

Brachiosaurus towering over her, dwarfing her, and looking at with its head turned to side get a better view of her as it rumbled.

"That would be Jane," Ben replied. "Jane Boolittle, Daughter of . . . well, we're not exactly sure." Ben admitted.

"What do you mean you don't know?" Gwen asked, slightly concerned.

"She was found alone in the jungles of Afreaka before she was adopted by Dr. Boolittle," Ben explained. "She can talk to animals and, we actually just found this out recently, transform into them at will."

"She possesses the Nemetrix?" Rook wondered worriedly, reaching for his Proto-Tool.

Ben shook his head. "No, she does it naturally. We're pretty sure she's a shape-shifter though." he told them before turning his head to address the dinosaur. "Do you mind turning back into yourself? It's kind of awkward having to yell just to talk to you." The Brachiosaurus bellowed, which Ben took as an agreement of sorts, before it closed its eyes and focused on in image in its head. Her violet skin began to blister horribly, feathers patterns printing themselves across her arms and legs as her nose and mouth fused together in a horrific show into a hard, horny beak. Her lavender eyes turned gold in color as they moved a little ways away from their current position, sharpening to a thousand times better than before as her arms cracked and shifted their bones into a different position. The feathers all across her body were popping out in quick, random movements all across her body as her clothes disappeared off of her body, her feet tearing through her shoes as they melted into three talons; her heel ground and groaned as it was forced out the back of her foot, becoming a forth toe as her legs thinned and became scaly and hard. Tail feathers sprouted from the base of her spine as she shrank down to the size of a cat, her arms spread wide as wing feathers suddenly popped out, completing the transformation.

With a screech, the purple eagle flared its wings and descended down onto Ben's shoulder, gently digging its talons into his shirt before it started to preen its wing feathers. "She's . . . shy." was all Ben could say.

"To put it lightly." Robecca sighed, scratching the bird's head as it cuddled up to her fingers.

Two other girls walked up to Ben, wiping their sweaty brows with the backs of their hands as they approached; the first had black and marigold streak hair, her bony skull decorated with bright colors and pearly white bones composing her entire body, save for the black top that fit over her ribcage and multicolored skirt around her pelvis. The later of the two had smooth, blood red skin and piercing eyes under dirty blonde hair that hung over her face but effortlessly curled around her curved horns. She a wore a worn, white T-shirt with ragged edges and a patch torn out in the back that allowed her bat-like wings out into the world as a long tail with a spade-like growth at the end flickered about at her feet.

"Skelita Calaveras, Daughter of the Skeleton, and Lilith Van Hellscream, Daughter of a Monster Hunter." Ben introduced the two ghouls.

"How can she be the daughter of a Monster Hunter?" Gwen asked.

"Long story short, she was once human before she got turned into a Jersey Devil thanks to Jury Rigg and a little mishap with a DNA Annihilator." Ben summed up as Skelita shook Rook's hand, only to have her arm pop off below the elbow; the Revonnahgander visibly flinched slightly as he handed the limb back to Skelita, who effortlessly popped it back into place.

"You poor thing." Gwen worried for Lilith.

"Ah, don't worry about it," Lilith smirked. "Being a Monster's way more fun than being some Normie."

"What did she just call me?" Gwen asked Ben.

"It's a slang term Monsters use. It's what they call humans." Ben explained as two girls descended from the air and alighted down on either side of him, hovering a few inches above the ground; the first glowed a ghostly blue and had pale, blue skin and dark, blue locks with several pink streaks on her head underneath a pink captain's hat. She wore a captain's jacket around her figure with her gigantic, bloodstained sword clipped to her belt, the handle looking like a large octopus. Her right leg was entirely made of bronze beneath the knee, earning a cringe from Gwen. The second girl glowed a light lavender in color and had pale, white skin underneath her dark, indigo and purple locks and wore pink boots wrapped in chains on her feet, her purple lips twisted upwards in a bright smile.

"Meet Vandala Doubloons and Spectra Vondergeist, Daughter of a Ghost Pirate and Ghost, respectively." Ben introduced the two ghouls to his friends; Kevin let out a loud scream when Spectra' hand went right through him before she playfully phased directly through his entire body.

"Amazing to think there are actual ghosts that exist in alternate dimensions." Rook said with amazement as Vandala phased through him and swiped his Proto-Tool, morphing it into a blade and stabbing at the air.

"Trust me when I say that's the least weirdest thing I've seen," Ben chuckled as another alighted down from the air next to him, touching all four of her legs down on the ground and flaring her wings slightly. She quickly smoothed down her hair as her tail flicked away a cloud of annoying flies that had come to feed off of the carcasses that dotted the city block. "Exhibit A: Avea Trotter, Daughter of a Centaur and Harpy." Ben went on. "And beautiful all the same." he added when a look of anger crept across Avea's face.

"I think I'm gonna throw up." Kevin gagged, holding his stomach.

"Ya know, you could learn a thing or two from Ben" Gwen glared at him before realizing what she had just said. "What am I saying?" she muttered under her breath.

"What, you think I can't land a girl?" Ben quirked an eyebrow up, smirking deeply as two flashes of smoke exploded behind him and two figures stepped out, their arms crossed over their chests as they bowed slightly to Rook, Gwen, and Kevin. The figures were identical in almost every physical way with the only difference in the two being their clothes. While one of them wore a lose, Arabian styled top with one half been a darker pink than her skin and the other half being a deep blue. She wore tight, black shorts with gold designs on the sides and a pair of curled pumps on her feet. Her counterpart was a deep turquoise while her twin was hot pink, and her top's colors were switched with turquoise pumps on her feet.

"These gals are living proof," Ben smiled. "Meet Gigi and Whisp Grant, Daughter's of the Genie of the Lamp."

"Genies?" Kevin's jaw dropped.

"Of the Lamp," Ben grinned before he remembered something. "Aaaand, their Dad is absolutely nuts." he added.

"Hey, you'd go crazy too if you were trapped in a lamp for thousands of years." Gigi defended her father.

"Like me!" Whisp added gleefully.

"Oi." Ben face palmed himself.

"Do not despair, Ben," another ghoul said as she bounced off a car, back flipped through the air and landed next to Ben. "I am sure she means well." the ghoul smiled; she had long, green locks and golden scales that covered her from head to toe with claws tipping her delicate fingers. A long, reptilian tail with a plume of green fur at the end. She wore a deep purple qipao dress with a golden belt around her waist a slight smile on her purple lips. "I am Jinafire Long, Daughter of a Chinese Dragon and an exchange student at Monster High." Jinafire bowed low to the ground. "It is an honor to meet you."

"What is this Monster High?" Rook cocked an eyebrow.

"It's a pretty cool high school for Monsters, duh." Ben rolled his eyes before a whispery noise caight his attention. "Come on out, Twyla."

"Are you sure?" a slightly depressing voice asked; Jane screeched and hopped up onto Ben's head, pecking him on the forehead.

"Yes, I'm sure." Ben sighed, waving Jane off of his head and onto Robecca's shoulder. The voice sighed before the owner of the voice stepped out of Kevin's shadow right next to him; the Osmosian consequently gave a startled yelp, clenching the area over where his heart would be. The owner of the voice was a short girl with pale, gray skin and smokey colored eyes underneath twilight blue and green hair. She wore a small dress of pastel green, purple and black colors that made her look like the evening fog.

"Everyone, this is Twyla, Daughter of the Boogieman." Ben introduced the small girl to them.

"Boogieman?" Rook's eyes widened as he quickly swiped his Proto-Tool back from Vandala and morphed it back into a blaster, aiming it directly at Twyla. "Please refrain from attacking us with your Nightmares composed of what you call 'Dream Sand'." Rook narrowed his eyes as Twyla raised her hands above her head in surrender.

Ben face palmed himself a second time. "Rook, that was a movie, and a kids movie at that." Ben sighed, pushing the barrel of the Proto-Tool down. "Twyla is in no way related to him."

"If you say so." Rook backed off, never straying his eyes as another ghoul caught their attention. She was taller than most of the other ghouls, though only an inch or two shorter than Ben. She had fair, tan skin and a long, Nile blue and black ponytail that reached all the way down to her waist. Her perfect posture and expensive looking clothes of black, Nile blue, and golden silks gave her an air of royalty, the same golden, crown-like ring on her head only confirming everyone's suspicions. "Everyone, this is Nefera De Nile, Daughter of the Mummy." Ben smiled as Nefera gave a friendly wave, resisting the small urge to order everyone to bow down to her; a loud and obnoxious voice ruined the happy reunion within seconds.

"I can not believe what I am seeing, ladies and gentlemen!" Harangue spat into his microphone, seemingly ignorant of the large crowd behind him. "The alien freak show menace has returned only to start an invasion of our planet with these hideous, disgusting monsters so that he can rule the world!" Harangue cried as the ghouls all narrowed their eyes at him.

"Is there no end to what the villain Ben Tennyson is capable of!? Demeaning our authorities, reckless behavior, extensive property damage! Not to mention the illegal smuggling of this horrific, twisted creatures into our perfect civilization and-" Harangue managed to say before he was cut off by Ben's fist in his jaw. Harangue fell like a bag of bricks, Ben breathing heavily and tightly clenching his fists as he stood over the anchorman's fallen form.

"Are we rolling?" Ben moved his to the cameraman, not moving an inch. The cameraman, relieved that his boss was down on the ground and with a bruised ego, gave him a thumbs up. "Good." Ben growled. "Edit out only what's necessary, but keep everything else. There's a fifty tayden tip if you set this up on live." The cameraman quickly pressed a few buttons on his camera and scrambled back to the parked news van before giving Ben another thumbs up and training the camera on him.

"Citizens of Bellwood," Ben began to address the camera. "I know I have been gone for several months, leaving the city and the world unprotected. Let me just say this was not my idea, but it was worth it anyways. Not only did I find several loves that I will never break away from no matter what anyone says," Ben smiled as the ghouls gathered around behind him, smiling and waving the camera while trying not to look as fearsome as possible. "But I saved millions upon billions of lives from lunatics like this guy." Ben gestured to a still trembling Dr. Animo.

"Now I am here to make one thing clear. So clear that shit filled, walking asshole of a bastards like Harangue will understand." Ben swore, placing a foot on Harangue's chest as he came to; Kevin and Gwen's eyes widened and threatened to pop out of their skulls as their jaws nearly dropped to the ground. "If you mess with my ghouls, you mess with me. Mess with me, and you mess with my ghouls. You've seen what they're are capable of. Do the math, and you won't end up like Harangue." Ben frowned, reaching down and grabbing Harangue by the front of his shirt. "Got it, scuzzball."

"You wouldn't dare, Tennyson." Harangue growled, spitting in Ben's face. The ghouls immediately converged on him, each of them grabbing hold of a different part of him and heaving him up into the air above their heads, raising and lowering him in a steady rhythm until they had enough momentum going to toss him high into the air.

"Batter up!" Venus cried. Jane screeched and took to the air, focusing on a familiar image in her head; her frame started to swell, becoming utterly massive as her clothes started to tear under her growing bulk. Her back expanded outwards as her neck thickened and suddenly lengthened to an impossible distance while her bones thickened and became more pillar-like. Her skin hung off of her like a wet, paper bag before suddenly snapping back into place, now a pebbly texture instead of being nice and smooth. A loud cracking sound filled the air as she fell as her spine lengthened out into a long tail that was quickly wrapped in muscle and skin while her eyes moved to either side of her face as her head bulged forward. Her teeth ground and cracked, becoming flat-like and perfect for chewing plant material as her organs sloshed and moved about inside of her, growing larger and larger as a large claw sprouted from her thumb as her hands and toes fused together into large, flat feet, completing the transformation.

With a bellow, the Brachiosaurus swung its long, whip-like tail and felt it connect with Harangue's slimy body, sending him flying clear across the city and into the canal that separated one side of the city from the other. The dinosaur rumbled and lowered its head down to Ben's level, licking his entire body with the length of its tongue and nuzzling him happily.

"Here." Nefera offered him a spare bandage. Ben took it gratefully as he wiped a combination of alien and dinosaur slobber off of him, wadding it up into a ball and stuffing it into his pocket to throw away later.

"That was just foul earth language Ben used, yes?" Rook cocked an eyebrow.

"Not the worst," Kevin admitted once he had managed to recover. "But pretty bad."

"Should I alert Magister Tennyson about Ben's behavior?" Rook inquired.

"Won't matter," Gwen shook her head. "Ben's talk went live, so Grandpa Max will see it anyway. You might want to tell him about Ben's return though." she said thoughtfully, watching as the ghouls all hugged Ben tightly and laughed about what they had just done to Harangue as the massive sauropod vanished in a whirl of lavender and black. "And tell him we might need some back up transportation. I don't think they're all gonna fit in you Proto-TRUK."

---

Grandpa Max sighed as he glanced at the calendar that hung on the wall of the lounge; while not exactly necessary, considering he was surrounded by alien tech that kept better track of time than any old calendar or clock, there was something about the calendar on the wall that made Max feel slightly better. Next to him, in a deep stage of depression, was his daughter-in-law, Sandra, looking mournfully at pictures of her son on her phone; a picture of Ben when he was no more than 5 ½, attempting to rake Mr. Baumann's lawn and failing; Ben when he was 10, standing in front of the Rust Bucket with Max and Gwen at his side, pulling a disgusted face at Gwen; Ben when he was 15 and standing with his Dad next to his car, covered in oil and grease as Kevin attempted to fix something under the hood, an annoyed look on his face.

While four months was a fairly long period of time, it seemed much longer to Sandra. It seemed just like yesterday he was running to her, crying loudly after seeing a scary clown on the TV. And before long, she was used to seeing him fearlessly defending the neighborhood from one of his villains when he was simply trying to come home for dinner. She knew Ben could clearly handle himself; the fight with the Highbreed she was able to witness was more than enough proof. But how long would it be when she no longer heard the front door open and his exhausted footsteps against the floor, or receive a phone call about his temporary absence for the next couple of days with daily check ups on his health? Would she soon be standing by his gravestone with nothing but the shattered remains of the Omnitrix and a handful of pictures to remember him by?

"Magister Tennyson?"

Sandra sniffed and glanced up as her father-in-law picked up the Plumber badge that sat on the table in front of them. "Go, Rook. What's up?" Max asked wearily.

"We have found Ben." Rook replied. "Or rather, he has found us."

Those four glorious words nearly made Sandra's heart stop altogether as she dropped her phone to the floor and tore the Plumber badge away from Max in one swift motion. "Rook!? Please tell you aren't joking!?" she pleaded.

"I am not, Ms. Tennyson." Rook reassured her. "Ben is alive and well and we are currently on our way. We have however, encountered a slight problem."

"What's that, Rook?" Max asked.

"He has brought company," Rook answered before the badge was torn away from him.

"Yeah, and lots of it too," Kevin said. "Hey! Watch where you're putting that tail!"

"My apologies, Kevin. There is not much room in here." a soft, feminine voice replied. "I shall try to keep out of your way until we reach the teleportation sight."

"Oh, yeah," Kevin seemed to remember. "Uh, will the teleporter be able to teleport beings from other dimensions?"

"Other dimensions?" Sandra wondered, cocking an eye as if Kevin had just lost his mind.

"Trust me. In this line of work, it's that strange," Max sighed. "As long as Blukic and Driba don't mess anything up, you should be fine."

"I'm not taking any chances." a loud, firm girl's voice said in the back ground. "Isn't some other way to get into space?"

"Yes." Rook replied. "I merely have to activate the Proto-TRUK's transformation function and we will be able to travel into the planet's orbit and up to Plumber Headquarters." Rook explained before there was a slight scuffling as the Revonnahgander stole the badge back from Kevin. "We will be arriving in the loading bay within a few minutes. I assume you will want to meet us there?"

"YES!" Sandra practically screamed as she shoved Max aside and ran out of the lounge, asking the first Plumber she saw the way to the loading bay, and ran as fast as she could in that direction.

"What was that loud noise?" Rook wondered.

"A very concerned parent," Max shook his head with a smile. "Make sure Ben will be able to with stand a lot of pressure. I don't think Sandra will be letting him go anytime soon."

---

Sandra was little more than a mass of shifty, overexcited, motherly energy as she waited with near impatience for the return of her son. Having been informed about his son's return, Carl was on his way as fast as possible, but it didn't fast enough to Sandra. Really what was grinding her last set of nerves and made her snap at nearly every last Plumber that walked past her or offered her something to drink and try to calm her jittery nerves, was how slow time seemed to pass when one was waiting for something they so greatly desired; normally, this only really applied to holidays, birthdays, and the pizza guy, but Sandra was far more concerned about her son than any of those.

A dull roar caught her attention and she nearly collapsed with relief when she saw the Proto-TRUK making its way down the landing strip and touch down before quickly shifting back into a van in less than a few seconds and a whirl of orange white machinery. What came next though, nearly made her heart stop as a massive, glowing ship effortlessly phased through the wall and ceiling of the Plumber base as if it were made of thin air, the ragged sails and tall mast nearly touching the third level of the base as the ghostly, wooden planks and barnacle encrusted hull groaned and moaned with protest; her heart skipped a beat when she a band of skeletons and a skeletal monkey jumping amongst the rigging of the ship, landing on the deck and cheering loudly as they rattled their swords.

"Hey, Mom. Long time, no see."

Sandra immediately snapped her attention away from the physic's defying pirate ship and nearly popped Ben like an overcooked hotdog as she hugged him tight, his face turning a deep shade of red as she hugged tight, tears freely falling from her eyes. Ben could do little more than try to breath and console his worried Mom as the two of them stood there.

"Mom, I'm fine." Ben reassured her with a small smile, pushing her a small distance away so that he could both breath and regain feeling in his limbs.

"Are you sure?" Sandra asked worriedly.

"Better, actually." Ben grinned when he caught sight of his ghouls climbing out of the back of the Proto-TRUK, stretching their aching limbs and backs as Vandala and Spectra descended from the glowing Salty Spectre high above them.

"Who are your friends?" Sandra asked, rubbing eyes to make sure she wasn't seeing things when she saw not only did they posses claws, fangs, wings, and scales, but were all in fact girls; when it came to the opposite sex, her son seemed to be utterly hopeless, though that was not necessarily his fault. Having the most powerful weapon in the universe and having the ability to change into hundreds of alien forms weren't exactly features most girls actually looked for in a man. She and Carl had actually excepted the fact that their son may never actually find a girlfriend any time soon, and that if by some miracle he did, it most likely be a girl of another species from another planet.

"Mom, I'd like you to meet all seventeen of my ghoulfriends." Ben smiled as said ghouls gathered in a large group behind Ben, waving and smiling at Sandra without my care; Sandra could do little else but stare and give a small wave back before Ben's words hit her full force.

"Wait, ghoulfriends?" she wondered, the word sounding both foreign yet familiar at the same time in her mouth.

"Basically the . . . uh, Monster equivalent of a . . . girlfriend." Ben admitted sheepishly. "And, uh, did I mention I have seventeen of them?" he added, wincing slightly.

Sandra was quiet for a long time, her eyes never wavering from Ben and the group of strange girls behind him; some of them still looked at her with friendly expressions and cheerful smiles, while a few seemed intimidated by her and took cover behind Ben, watching her with fearful eyes. A few even looked at her with stern, dark looks, as if daring to tear them and Ben away from the other. "Well, uh, Ben? I-I . . . I don't quite know what to say." she admitted. "Perhaps you could introduce them to me?" she suggested, trying to sound friendly.

Ben nodded and stepped aside so Sandra could get a better view of the ghouls. "Mom, this is Frankie Stein, Clawdeen Wolf, Venus McFlytrap, Spectra Vondergeist, Robecca Steam, and Lorna McNessie." Ben grinned, introducing Sandra to the ghouls in that order. "All of which are the daughters of famous monsters, such as Frankenstein's monster and the Wolf Man."

"Hi! Nice to meet you!" Frankie smiled, taking Sandra's hand and shaking it; once again, her hand popped off, leaving nothing but a stump on her arm. Sandra screamed as Frankie's hand moved around in her grip and chucked it back at the cadaver out of fear, screaming even further when the hand slammed into Frankie's face and her head popped off her shoulders and into Ben's arms.

"Sorry! Th-that happens sometimes." Frankie chuckled nervously as her body chased down her hand and managed to reattach it before taking her head from Ben and setting it back on her shoulders.

"N-no problem." Sandra tried to look happy, shivering slightly as Spectra attempted to take her other hand and phased right through her with little effort.

"You get use to it." Ben winced; so far, not a good start. "This is Jane Boolittle, Twyla, Bonita, Femur, Lilith Van Hellscream, Avea Trotter, Skelita Calaveras, Jinafire Long, Nefera De Nile." Ben continued on, gesturing to the ghouls in that order before noticing about three of them were missing. "Bonita, Twyla, Jane, come out where ever you are." he sighed sadly. Sandra gave a startled yelp as Twyla mysterious appeared right behind her in her dark shadow, giving her a small wave before walking over to Ben; Bonita came out from behind Ben's frame and looked at Sandra timidly as a butterfly with dark, purple wings and black eyes pots landed on his head.

"These ghouls are pretty shy." Ben explained, letting the butterfly flutter down onto his shoulder where it disappeared in a whirl of black and purple to be replaced by Jane, who refused to come off of Ben's shoulders and merely starred at Sandra with frightened and uneasy eyes. "And before you ask, Mom, she's a shape-shifter." Ben interjected as Sandra's jaw dropped.

"Don't forget about us, Ben!" Whisp laughed as she and Gigi appeared on either side of Sandra in explosions of black and pink colored smoke. "We're Gigi and Whisp Grant, Daughters of the Genie of the Lamp!" Whisp giggled. "Gigi doesn't really grant wishes anymore, but I do! Thirteen wishes to be exact. And ixnay on the wishing for more wishes." she scolded Sandra before she vanished in a poof of smoke and reappeared as a slot machine. "That's it: thirteen! Uno, dos, tres, cuatro, cinco, seis, siete, ocho, nueve, diez, once, doce, trece!" Whisp counted as thirteen tiny clones of her wearing sombreos climbed out of the slot machine's slot before she disappeared in a flash of smoke and reappeared at Sandra's feet as a black and white Groucho Marx. "No substitutions, exchanges, or refeunds." she chuckled before reappearing back at Sandra's side as her original self.

"Yeah, she does that sometimes." Ben admitted. "Being trapped in a lamp for a couple thousand years will do that to ya. And if you think she's crazy, you should see her dad." Ben shook his head with a sad smile.

"Biggest nutball I ever met." Lilith sadly shook her head as she flexed her wins.

"Absolutamente loco." Skelita agreed sadly; Sandra resisted the urge to scream at the sight seeing nothing but Skelita's bones, with nothing else but the eyeballs in her sockets to look at.

"What me, Ben? Aren't you going to introduce me?" a tall, large, powerful looking woman asked; Sandra wondered how she hadn't noticed her before at all. Then again, the sight of seeing her long lost son suddenly return in the couple of nearly twenty monsters would distract most people from trivial matters.

"Sorry . . . Mom." Ben managed to say as Sandra cocked an eyebrow. "Mom, this is Lady Persephone, Husband of Hades and Goddess of the Underworld. And also my adopted mom." Ben added.

"You were trying to replace me?" Sandra wondered, sounding slightly irked but mostly hurt.

"No, no!" Ben said quickly before turning to Persephone. "Help me out here!" he whispered through gritted teeth.

"Gladly." Persephone smiled as she bent down and carefully touching her big fingertips to Sandra's head, a slight purple glow emanating from her palm as Sandra's eyes widened, new information and memories flowing into her brain; after a few moments, the light died down and Sandra was calm once more, albeit with a pitied look on her face.

"I-I'm sorry for your loss," she apologized before a thought crossed her mind. "Should I bow?"

"Please don't." Persephone sighed. "Believe it or not, it is

really annoying."

"Really?" Sandra sounded surprised.

"Believe it or not, Hades is really big jerk." Ben rolled his eyes. "Every time I knocked him down, he kept on coming back for more."

"Benjamin Kirby Tennyson!" Sandra sounded surprised and frightened. "Are you telling me you fought a god!?" she screamed.

"And won." Ben grinned.

"Well as long as you won." Sandra shrugged as Persephone laughed.

"I like you, Sandra. You have a wonderful sense of humor," the goddess smiled. "And it is an honor to meet the true mother of my adopted sun and the universe's greatest hero."

"Aw, you're making me blush." Ben joked as Avea elbowed him in the ribs.

"How about a tour of this wondrous facility?" Persephone asked.

"Sure thing, Mom." Ben grinned.

---

"And this is the prison level." Ben lectured as he led the ghouls and Persephone along a deck that encircled the entire level, only interrupted by three walkways that led to the elevator that stood like a firm rod in the center. Lined up in neat rows above and beneath them and several stories onwards were hexagonal cells that glowed with a dim, green light; instead most of them were criminals of a variety of species and nature, from common criminals that had been caught trying to rob a bank to more serious villains such as the likes of Fistina and Fistrick; Ben smirked as he strolled past several of the cells and caught glances of the shocked expressions on the villain's faces, their jaws nearly dropped to the floor and their eyes nearly bugged out of their head.

"This is where you keep all the bad guys you catch?" Clawdeen wondered in amazement; the Plumber base was beyond impressive, with every last piece of equipment, even the toilets, far more superior than anything back home. She found several of the criminals locked away in their respective cells watching her with steely eyes, as if they were undressing her with their eyes; she shivered and continued onwards, making a mental note to have Ben have a word with them when he got the chance.

"Yep." Ben replied before he remembered something. "We'll stop by the med bay next so we can get that bite looked at," Ben told Lorna. "Animo may not look like much and may be crazy, but there's no telling what kind of tricks he'll pull."

Jane was trailing behind the group, fearfully glancing at the criminals locked behind the glass walls of the cells, trying to avoid their dark and brooding gazes as she shuffled forward. She nearly lost what little courage she had when she passed Dr. Animo's cell to see him pressed against the glass like a hyperactive kid at an aquarium, starring at her with a dreamy look that made her incredibly uncomfortable. Trying to think about what Ben might do, she quickly morphed her left arm in a large, burly gorilla fist and clenched her fingers together trying to look as threatening as possible; the mad doctor merely started to drool as he slid down the door of his prison; Jane shivered and returned her arm to its original form before continuing after the group and hoping she would never have to encounter the frightening man ever again.

She was about to catch up to the group to continue the tour when she felt something prick in the back of her mind; Jane shirked it off as just being nervous and jittery as usual, especially with so many criminals looking at her in such uncomfortable ways. She shivered and continued, wrapping her arms around in the hopes it would comfort her. It didn't; she suddenly cried out and dropped to her knees, holding her pounding skull. She hissed as she slowly massaged her aching scalp, the pain slowly starting to subside before it would spike back up; Ben and the others had moved on, unaware of Jane's ailing. She suddenly hear raspy voices in her head, ones that she was sure she could only hear, considering the villains in their cells had only given her a passing glance during her entire episode and was ignoring her for the most part. The voices were wordless, little more hisses and breaths that occasionally undulated between low vocals that almost sounded like bellows and roars before shifting into high pitches that almost sounded like screeches and whistling.

Jane needed to find out where these voices were coming from; she focused on an image in her head and felt her body change. She suddenly began to shrink, her bones cracking and grinding against one another as her skin became lose like a paper bag that hung over her skeleton. With a loud snap! the skin came back into place, only now it was more pebbly in texture and mottled lavender with dark purple blotches. Her face pushed outwards as her jaws lengthened and her teeth became tiny and dagger-like, her eyes widening as they rotated to clear opposite sides of her head and turned a golden yellow. Every last strand of hair vanished as it was sucked into her body and her fingernails extended into dark, curved claws. A long, reptilian tail whipped out from the base of her spine as her knees rolled up her legs and her ankles bent in two, creating another joint as her toes grew longer and tipped with claws.

The little lizard blinked and slipped its tongue out of its mouth to lick its unblinking eyeball; the small reptile skittered away when Dr. Animo feverishly banged on the glass of his cell, silently wailing as he slithered down the door to his chamber. Jane scampered along the platform, playing a rather uncomfortable game of Hot and Cold where getting too cold made her skull hurt and getting too hot made the pain diminish. The ground beneath her began to shake and tremble as a purple, ape-like Plumber strolled by, not even noticing her as he carried a box in his large hands and made his way over to the elevator; Jane found that the voices seemed to be getting stronger and the pain was becoming less and less in the direction the Plumber was heading in. The lizard took the opportunity and latched onto the back of the Plumber's leg as he entered the elevator and leaned against the wall as the doors closed and the compartment began to move downwards.

Before long, a dim light came to Jane's eyes as the elevator doors opened again and the Plumber shuffled out, unaware that Jane was still attached to his leg as he waked into the room and set down the box in his hands before turning back to the open elevator and closed the doors just after Jane had leaped away from his leg and skittered into the shadows; she waited a few more minutes before morphing back into her original form, glancing around the room she was in. It was similar to the Plumber base outside, with her location being a small, cylindrical room with a strong, thick rod in the center for support. Lining the walls were row after row of cases with who knew how many secrets hidden within them. Jane ignored the majority of them and began to play the Hot and Cold game again, moving from one side of the room to the other and following the voices until she came upon the case she was looking for and slid it open to reveal three slots. She touched a finger to the top one and felt a stab of pain in her head; a repeat of the incident occurred when she touched the bottom slot, leaving the middle slot the only one left.

She pulled the slot open and her eyes widened upon seeing the contents. Inside of the slot was a thick, hexagonal disk inside of a rounded, hexagonal pocket. The disk was ringed in black with an odd design on the front; sliver fangs over a gaping, red maw starred back at her as the glowed a soft, red color. Jane found that the voices in her head were becoming stronger and louder, becoming clear and entering her mind, shutting off nearly all her thoughts and directing her to do one thing.

Put it on, the voices whispered.

Jane she could fight the voices in her head, her eyes slack and blank as her fingers shakily closed around the disk and lifted it out of the pocket within the slot.

Put it on, the voices continued to coax.

Jane continued to listen to the voices, unable to fight against them as she gently placed the disk onto her left wrist, ignoring the fact that the disk trembled a little bit before red strap with little spikes materialized out of the disk in a low flash of red light and securely attached itself to her.

Touch me, the voices urged, seeming to get increasingly impatient as Jane slowly, ever so slowly reached with shaky fingers to the device, gently tapping it with her fingers and remaining expressionless as a soft red illuminated her face and a holographic disk appeared above the face of the watch, little symbols on the ring. Jane found that if she gently held her finger over the disk's face that the images slowly moved past her eyes, showing new and weird pictures until she came across one that looked rather interesting and tapped the image. The disk on her wrist blinked bright, urging her to press it.

Press me, the voices demanded. And Jane could do little else but comply and slap the disk's face, an unnatural red light consuming her entire form.

And then the pain began.

---

"And that pretty much sums it up." Ben shrugged as he led the group of ghouls and goddess onto the main level of the Plumber base. "Any questions?"

"I've got one." Venus piped up. "I thought you said Galvans were supposed to be the most intelligent beings in the galaxy?"

Ben nodded. "They usually are," he agreed. "However, Blukic and Driba are unique. Are geniuses compared to humans, but are absolute morons compared to other Galvans. The dumbest geniuses in the galaxy, if you will."

As if to further prove Ben's point, the room's lights and monitors suddenly flickered and frizzled before blinking out one by one as a loud, draining sound echoed through the base, sending everything into pitch black darkness. The ghouls cried out in surprise as several Plumbers cursed and tried to get the power back on while two, ever familiar voices echoed through the base.

"Blukic! Did you forget to turn off the power core like you were supposed to!"

"Uh, nope." Blukic replied. "That would be you."

"No, it was your turn to make the power core didn't suffer a melt down!"

"Was not!"

"Was to!

"Was not!"

"Was to!"

"WAS NOT!"

"WAS TO!"

"WAS! NOT!"

"WAS! TO!"

"Enough!" Max's voice ran through the darkness. "Command Code 1011 Alpha! Activate Emergency Power!" The main terminal beeped and a low hum reverberated through the base as deep, red emergency lights came back on, bathing the entire flow and all that were currently there in a deep, red glow.

"Any idea what cut the power, Grandpa?" Ben asked.

"No," Max frowned. "And that's what worries me."

"What do you think it could be?" Frankie wondered.

"No idea." Max sighed. "It could be something from a simple power failure to sabotage." Max mused before the blaring red lights gave a sudden wail and died, sending the entire base into absolute darkness so thick one could cut it with a knife.

"AHH! Not again!" Bonita screamed clinging tight to Ben.

"Don't worry, Grandpa. I'll just turn into Feedback and boost the power core." Ben grinned as he fumbled around in the darkness for a few seconds before he found the Omnitrix and turned it on, the soft green light seeming utterly tiny and small in the massive abyss as he cycled through the roster and selected the Conductoid symbol before slapping the activation button. Ben felt his skin began to scrunch up and harden as his bones slowly started to dissolve into nothingness. Four fleshy stalks suddenly burst from both sides of Ben's head, and he was now aware that he could see from 6 different perspectives until a hardened shell covered his original human eyes, and soon enough they lost all function together.A slight itching from the middle of his back produced large, insect like wings that were a dull yellow in color. A second pair of legs suddenly burst out from Ben's gut like some old alien horror film. His spine, what was left of it anyway, went out from his back and swelled at the end, forming a large, and very sharp stinger with poison sacks just above the point. His fingers melted into two sharp claws and a thumb, and his jaw jutted out as a few of teeth disappeared. The final touch was a rotting scent that, while Ben couldn't smell, he figured others would not be so welcome to it.

"What the- Stinkfly!? How does this help anyone at all?" the Lepidopterran complained.

"OH MY GHOUL! WHAT THE SPHINX IS THAT SMELL!?" Clawdeen gagged.

"Uh, that would be me." Stinkfly grinned sheepishly. Not that anyone could see him.

"I think I just lived!" Skelita choked. "Which is weird, considering I don't have any lungs."

"Okay, okay! We all get I smell awful, alright!?" Stinkfly snapped. "Now how about we stop freaking out and starting figuring out what happened to the power!" the Lepidopterran suggested before a loud hissing sound filled the air and the noxious smell seemed to only get worse.

"AGH! I'm dying!" Clawdeen choked, stumbling to the floor.

"Ben, was that you?" Venus coughed, now actually able to smell the stench. "Did you fart!?"

"Why does everyone assume that whenever smells awful it's me!?" Stinkfly whined.

"If it wasn't you, luv, and it wasn't one of us, then who was it?" Robecca wondered as a loud hissing noise filled the air. "Oh, wonderful. Now there's a gas leak." she grumbled under her breath as the hissing got louder.

"Uh, Robecca?" Stinkfly gulped nervously. "I don't think that's a gas leak."

"GOT IT!" Blukic cried triumphantly.

"No you don't!" Driba argued as the red emergency lights flickered back on, bathing the room in a soft, red light and leaving deep shadows in the corners. They also, unfortunately, exposed a rather unusual guest.

"Oh, my ghoul!" Bonita cried. "What the Sphinx is that thing!?" The large creature looked like a lizard the size of a rhinoceros with sharp, heavy, red claws on the bottom of its flat feet, jagged teeth that didn't even fit into its lipless jaws as a row of razor sharp, fin-like spikes ran down the beast's back. The gigantic animal growled as he stalked through the red glow, never tearing its eyes away from Stinkfly as a long, pointed tongue curled out past its razor sharp fangs and licked its shops, the gill-like slits on either side of its head flaring open and shut every few seconds; a large, red, spiked collar sat around its neck.

"Aw, man! Buglizard!" Stinkfly cried as he quickly beat his wings and took to the air. The massive animal let out a screechy roar before it charged after the Lepidopterran, barreling right through the crowd of ghouls, nearly trampling them under its claws in the race to catch Stinkfly as it slambered up the wall after its lunch, its claws digging into the metal surface. The Lepidopterran flew just out reach and fired off a round of sticky globs of goo, nailing the Buglizard in the jaws and pinning them shut before firing at its feet.

"Bullseye!" Stinkfly cheered. The Buglizard merely seemed to chuckle at his idiocy as a thick, vaporous, yellow fog pumped out from the gill-like slits on its neck, eating away at the sticky globs of goo that trapped its feet in mere seconds and dissolving the slime that fastened its jaws shut.

"Oh, yeah. Forgot about that." Stinkfly whimpered before the Omnitrix timed and returned Ben to his original form, sending him plummeting towards the floor before Robecca caught him just in time.

"Thanks." he sighed with relief.

"No problem, luv." Robecca smiled. "But what are we supposed to do how him?" she asked, nodding her head towards an annoyed looking Buglizard.

"I got this." Ben grinned as he turned to the Omnitrix and selected a random alien before slapping the activation button and becoming engulfed in an ever familiar flash of green light. His skin turned a dark green, patches of it turning bright green as it became soft and stretchable. The feeling of bones vanished all together to instead be replaced by some sort of woody structure that acted as a skeleton. His legs began to twitch violently until they each split in two, becoming long tendrils that would let him skitter and stalk amongst the ground. Two fleshy mounds appeared on either side of Ben's head, pulsing and swelling until they became Venus Flytrap-like flaps with pointed teeth at the ends. His arms became long and rubbery, long fingers forming on each end with fleshy thorns appearing on his elbows, knees, shoulders, and chest. His head retained a similar shape as his eyes molded together into one. A row of spikes formed on his head as a green belt with the Omnitrix on it appeared on his waist, completing the transformation.

"Time ta go green!" Wildvine grinned as he lashed out with a whip-like arm with the intent of smacking the Buglizard off of the wall and down to the floor where he could quickly subdue it. Instead, the animal caught the Florauna's arm in its cage-like teeth and snapped it off with a loud hiss.

"Hey, man! Not cool!" Wildvine frowned, regrowing the limb with ease. The Buglizard merely snarled and landed on the ground, narrowing its light blue eyes at Wildvine; a sudden beeping sound caught everyone's attention as a blood red light suddenly washed over the massive, alien predator and began to change its shape. The long, reptilian tail slurped back up into its body with a loud, cracking noise as the long claws on each foot became duller and less pointed as individual, fleshy digits formed beyond each one. Skin formed over the cage of teeth in its mouth as all four of its eyes molded into a single pair while the large muzzle shrank back into a rounded head with a loud, crunching noise. The spines on the animal's back disappeared into the beast's spine as muscles and tissue disappeared on its figure, becoming slimmer and more feminine. Locks of indigo and magenta hair sprouted from the creature's scalp as its skin turned a light shade of purple and a pair of ever familiar clothes appeared on it, finishing the transformation.

"Jane?" Wildvine's single widened to the size of a dinner plate.

"I did not see that coming." Venus shook her head as Jane hissed loudly, narrowing her eyes at Ben as she marched towards him, a growl passing over her lips.

"Jane! Since when can you turn into alien animals?" Wildvine asked nervously, flinching under her glare slightly; Jane didn't answer but merely pounced on him with a feral roar and pinned him to the floor, digging her claws into his green flesh. The jungle girl hissed and viciously bit Wildvine in the neck, trying to tear a chuck out of him and failing miserably as Wildvine yelped and shoved her off of him before throwing her clear across the room. "She's gone crazy!' he cried.

Jane grinned wicked before clenching her left fist and holding up so that Wildvine could see the palm, or more importantly, what was beneath it.

"The Nemetrix!?" Wildvine and Grandpa Max cried.

Jane's dark smile got broader as she tapped the Nemetrix and cycled through the limited roster she had before selecting the suitable transformation and pressing the blinking watch face, a blood red light washing over and changing her DNA. Her skin cracked and hardened into bony plates that covered her entire body, muscles building up underneath them as her body shifted. Her arms lengthened to match her growing legs, her fingers and toes all fusing together into a single digit before the nails on each limb melted into a tough covering that quickly formed into a tough hoof. Her spine cracked and groaned as a long, skeletal tail grew from the base of her spine and shark-like fins sprouted from her back and on either side of each growth; small vents, openings that flowed into special organs formed underneath each fin. Large, bony teeth that connected right into Jane's moving jaw as her eyes split into a second pair as her ears became long and pointed. Every last hair disappeared on her scalp as a pair of bony knobs formed on her head, quickly growing long and bigger, splitting into more branches that added to her size; the Nemetrix appeared as a large, red collar with silver spikes around her neck, finishing the transformation.

"You know my previous statement?" Wildvine gulped nervously as the elk-like animal snorted and pawed the floor hungrily, its nostrils flaring. "I withdraw it. She's gone crazier!"

And there we go!

Hope you enjoyed the chapter. Once again, thank you to all readers and fans who sent in their Nemetrix predators. I am sorry to those that did not make the cut, but lines had to be drawn somewhere. As for those whose predators will appear next chapter, tune into my Deviantart account to see your creations come to life. It might take a couple of weeks to get them all up there, but they will be there.

A link will be posted on my profile.

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

Hasta Luego!