Hey there. Sorry if it's been a while since I last posted. I've had a bit going on lately, what with other stories, playing Dragon Age to be ready for Inquisition. And I'm a part of the Heroes of the Storm Alpha and the Destiny Beta. But now I'm back, and I've got a new chapter for you. Hope you enjoy it.

Chapter 20: Bathing Beauties

Ben instantly moved away, hand raised over the Omnitrix. His options were a bit limited in such small quarters. He could use Grey Matter and nerve pinches to take the guy out. His nervous system was most likely the same as a human. But he might get flicked away before he could attack. There was always Ghostfreak or Big Chill, but after losing control over Ascalon he wasn't sure about risking using them either. But before he could do anything, Azazel had his hands raised overhead in a sign of surrender.

"Easy, Ms Tennyson." He said calmly, still smiling at them. "I apologise for just announcing myself like that. But rest assured I wasn't here for any nefarious purpose."

"Then what were you here for?" Issei asked, still on the ground by the TV. "I somehow doubt the leader of the Fallen Angels comes to Earth just to play video games."

"No, but it's a nice thing to end the day with. I had heard about how Kokabiel was planning something, so I came down to keep an eye on him. And a good thing I did too, after the way your friend went mad with power. A shame I didn't get to see your Sacred Gear in action. But at least I saw Mr Hyoudo's Boosted Gear."

"If you knew that Kokabiel was planning something, then why didn't you stop him?" Ben asked. Maybe he would've never lost control if he hadn't needed to fight.

"Regrettably, a fight on Earth between two Cadres would be just as disastrous as if he fought against a Devil Lord or an Archangel. We should consider ourselves lucky that you managed him almost singlehandedly. Although, some folks are wondering about your blade. How such an unknown weapon could match and surpass a Cadre. I admit I'm curious too."

"Then keep wondering. I'm never using it again."

"Right." Something about Azazel's tone implied he didn't believe him. Or that he knew something would come up that would force Ben to use Ascalon again. Neither of which thrilled Ben. "In any case, I had you over so I can inform you that the Three Leaders are going to have a peace summit down here within the next few days due to this incident. Your King will get a message about it as well, but at least you know you can trust me."

"Doubt it. Come on Issei. We're leaving." Ben grabbed him by the arm, and started tugging him to the door.

"Oh, but before you go, I have a question." They stopped slightly as he spoke again. "According to Albion, your club was trying to stop Miss Tennyson from killing Kokabiel. Why? You all knew that he'd most likely be executed when we got him back to our kingdom. If you just let her kill him and go on her way, Albion wouldn't have had to bail you all out like he did."

"It wasn't about what happened to Kokabiel." Issei replied. "It was about Bri. She doesn't believe in killing criminals, no matter who they are. She's all about justice, and being a hero. Personally, I'd have enjoyed killing that creep for what he did."

"And you don't think that Miss Tennyson believed the same thing? You risked your lives to try and stop her from being an executioner."

"The power of the sword is intoxicating. She nearly lost herself the last time she used it. And she was talking about how the Universe would obey her rules. There was no grey in her new world. You were either with her, or against her. Can you imagine a world like that?"

Azazel nodded in understanding. "You have a point there. At least a world run by a tyrant would be more honest about his intentions. But what do you have to say, Miss Tennyson? Is what Issei said true?"

"It is." Ben replied. "About a year ago, my best friend lost control of himself, and went around hurting people. I was so worried about him hurting my family that I refused to see a peaceful way out. I was so determined that my way was the right way, that I fought my own cousin. We found a way out for him and turned him back, but I was so close to ending his life. I… I never want to be like that again."

"I see. You were only against Kokabiel dying because of who was doing it. That makes more sense now." Azazel smiled at them. "Rest assured than Kokabiel will be punished for his actions. He won't be able to hurt you guys again."

"Thank you."

(**/*\**)

"Unbelievable." Rias nearly shouted the next morning after Issei and Ben told her about Azazel. "The leader of the Fallen Angels was on my territory, interfering with my business, and he was trying to steal my pawn? If he wasn't so powerful I'd remove him forcibly from Earth."

"I don't know about stealing Issei away." Ben replied. "I got the feeling he was really just interested in hanging out with someone."

"Is there really a meeting between the factions down here?" Koneko asked Rias before she started ranting again. Rias just sighed.

"Yes. I just got the message this morning. They're going to discuss the relations between them after what Kokabiel nearly did."

"Yeah, I guess have one of your leaders go nuts and try to start a war would be pretty bad."

"At least he didn't achieve his plans." Xenovia said. "If there was a fight between the leaders of the Fallen Angels and Devils… Things could've been so much worse."

Rias was silent for a while. "What exactly is he up to?"

"Who?" Issei asked.

"Azazel. I refuse to believe that he was here just to play video games. He had to have something else in mind."

"Could he be after my Sacred Gear? Kokabiel mentioned that he studies them. If he thinks that the Omnitrix is still a Sacred Gear, then we might have a problem."

"Don't worry." Rias said, hugging Issei to her breasts. "I will never let him take you from me." Issei looked like he was in Heaven with his face against her. By now, Ben had gotten more used to Rias' sultry side. He still felt uncomfortable, but he wasn't feeling like he was intruding anymore. He was partly sure that she had a crush on Issei, but he's kinda been oblivious to relations before. "But for now, we don't need to worry about him. We've got work to do tomorrow."

"What kind of work? I know what our real missions are, but no one's really explained what people think we do apart from investigate weird things." Ben said.

"Oh, it's not actually work related to the club. In exchange for the Student Council erecting that barrier for us, I agreed to have our club clean the local pool. But they said that we can have first use of it in reward for cleaning. We'll get there tomorrow, clean things up, and then have a nice swim."

"A swim?" Ben felt nervous. "I haven't actually gone swimming with looking like this yet. I'm not sure what to do."

"Then consider this to be good practise, away from prying eyes. We'll help you fix up any mistakes you make. You can even invite your girlfriend if you want to."

That cheered Ben up. It'll be nice to have Sakura join them. And she'd look good in a swimsuit too.

What's the worst that could happen?

(**/*\**)

"Whoa." Issei gasped. "That's one filthy pool." The pool was filled with leaves and dust, the water was a murky colour, and he could've sworn he saw a few dead creatures in there. "Good thing we've got Bri to help out."

"I know what you're thinking, and I don't think I can do that." Bri said, standing next to him. "Azmuth's being overly-cautious, and forbid me from using the Omnitrix. If he wasn't worried about how it would affect my body, he'd have locked the functions just to stop me."

"We can't use Bri as a shortcut all the time Issei." Rias said to him. "Sometimes you're going to have to muck in and get a bit dirty."

"This isn't too bad." Sakura replied. "Try having to clean up the soccer field after a gruelling game. I thought we'd never get those lines repainted." Issei sort of noticed that she was standing a little bit away from the rest of them. Maybe she felt weird being the only one that didn't have a weird power. "And at least we've got a good reward instead of having to trek back home all covered in mud."

Issei gasped. That's right. He was surrounded by sexy girls that would be wearing sexy swimsuits. Even Bri was going to look hot in whatever she wore. He nearly had a head-rush from the images he could imagine. "Well then, let's not wait around. We've got a pool to clean."

"How about I clean your perverted clock?" Koneko muttered to him.

(**/*\**)

Ben sighed as he faced the wall again, trying not to end up peeking as he got changed. One thing that never got easier was being in a room with a bunch of other half-naked girls. They were mostly ok with him being there, since he acted like a gentleman. But he still felt nervous about using their trust like this. He had to stay focused.

"Bri, you do realise you're putting your shirt on back-to-front, right?" Xenovia said to him. He looked down to realise that he was indeed doing that. He quickly righted it, blushing as he realised he wasn't focusing. "You seem far too nervous. Are you worried about being caught staring at us? I am certain that if they let you change with them, then they trust your sense of decency."

"Yeah well, I'm a bit of prude. And I was raised to be a gentleman." He replied.

"And yet you're best friends with Issei, who could never be thought of as a gentleman."

"Issei's actually a nice guy, once you get past his whole perversion problem."

"I see. Do you love Issei?" Ben nearly smacked his head against the locker door in shock. He turned to glare at Xenovia.

"In case you haven't heard, Sakura over there is my girlfriend. I like girls, not boys. Why is it so hard for people to understand that a guy and a girl can be best friends without dating each other?"

"I am sorry. May the Lord bless you and your love with peace and serenity. Amen." She then yelled in pain as her praying caused her a headache. Ben sighed. You'd think they'd have gotten over that by now.

"President!" They heard Kiba yelled through the door. Ben quickly put his pants on, while Rias went out to see what the problem was. Ben smiled at Sakura as they left the changing rooms, but she barely looked at him. Weird. Did he offend her somehow? They came out to see Kiba explaining something to the others.

"…being in the presence of a powerful Fallen Angel's caused his dragon hand to reform again." He said. Ah, so it was about Issei and his Gear. "It's causing him some pain, so we'll need someone to drain the energy."

"Right. Akeno, let's go." They both followed Kiba into the boy's room, while the rest of them started getting the mops and hoses out. Ben groaned as he saw all the mess. It was going to take forever. If only he could use a form. But he promised, and he would just have to obey hat promise unless they were in a life-threatening situation.

Knowing his luck, that would end up happening today of all days.

"How are we going to empty the pool?" Xenovia asked. "I have never really done that before."

"There's usually a sump pump around here that we can use, I think." Sakura replied. "Unfortunately, it's a bit broken." She shook it a bit, and there was a lot of rattling. "And we don't have another one."

Ben sighed. "Well, looks like I'm using it anyway." He tapped the Omnitrix, bringing up the playlists, and quickly found Upgrade. Despite the fact that the pump was broken, he wasn't going to do the whole thing for them. Besides, just because he could eat anything, doesn't mean he wanted to. It didn't take him long to have the pump fixed again, and was actually making it work better than before. They had the pool emptied before Rias and Kiba had left the boy's changing rooms. Once they got all the water and the leaves out, they stepped into the pool itself. Ben went to help Sakura down, but she ignored him and just hopped down. Weird again. Koneko and Xenovia passed down the brooms and the hose, where they all got working to sweep away the mess. As he passed Rias, he noticed that she seemed preoccupied. She kept glancing over to the changing rooms, not thinking about her work. Looks like he was right about her liking Issei.

"Hey Bri." She said as they passed again. "Do you have any forms that can drain energy?" Ben stopped to think about any that he came across.

"Theoretically, I've got a couple." He replied. "But one of them goes crazy and treats energy like a drug, and the other is an alien vampire. Why do you want to know?"

"Akeno's taking too long. I figured that you might have something that could speed things along." Ben smiled.

"Are you sure you're not just worried that she's spending too much time with Issei now?" Rias stayed silent. "Don't worry. It's probably nothing. Maybe his Gear's getting a bit stronger than usual."

"…I'm going to check on them." Rias replied, leaning her broom against the wall. Ben watched her leave, before shrugging and getting back to work. He seemed to be having weird luck with girls today. They were just finishing when Rias came back out, stomping in anger and slamming the door behind her. Ooh. Guess there was something else going on. Ben sighed.

Issei was going to get himself killed at this rate.

(**/*\**)

Issei rubbed his sore cheek as he stepped out to see the empty pool. Man, Rias really knew how to make it hurt. And he was really confused too. Was Akeno really about to have sex with him? Or was she just riling up Rias to get her to do something? With the exception of Bri, all girls were complicated. They kept saying one thing and meaning another.

"Aw, don't worry." Akeno said as she stepped out of the girl's changing rooms. "Don't worry. I'm sure Asia could make it all better." He turned to face her, and he nearly started drooling all over the tiles. She was smoking hot. She wore a sexy red-and-purple combo, small enough it was almost straining to contain her flesh. As far as he could see, the only thing holding the top together was a small metal ring right between her boobs, with a loop around her neck. Her bottoms were also only secured with a pair of rings, right over her hips. She stepped onto a diving platform, and opened a circle that unleashed a deluge of water. He turned back in time to see Rias leave the changing rooms, and it was a miracle that he didn't faint. While her white top was fuller than Akeno's the thin straps holding it together enticed him far more. And they showed off her boobs even better. And her bottoms were even more enticing, as they were more metal rings than fabric. As she left, Asia and Koneko also left, dressed in their school swimsuits. They covered most of their bodies, with a long top nearly covering the bottoms, but on their figures it looked hot. Then it was Sakura, dressed in what looked like a sport bikini, with a full top that stopped just under the bottom of her breasts, and a bottom that rose up to her belly-button. He quickly looked away, knowing that Bri would kill him if she found him lusting over her girl. Strangely, Bri hadn't come out yet. Was she having trouble with the straps?

"Come on Bri, you look nice." Sakura shouted back into the changing room. "You can't spend the whole day in there."

"Watch me." Bri replied, sounding angry. "I'm not coming out like this."

"Bri, if you're going to act like this around friends, then how can you fit in when we're at the beach, or the school pool? Besides, you owe me." There was more grumbling until Bri slowly stepped out. Issei's legs collapsed under him as he took in her beauty. She wore a sexy green number, with the top somehow laced together at the front and barely holding on at the back. It was mostly held up by the front crossing and looping around her neck, to give her an arrow-head cleavage window. Her bottoms were held together by rings like Akeno's and Rias', but these rings were much larger, and the fabric sat lower on her hips. And there were some cloth hanging down around her waist. She was blushing as she stood there, but then she wasn't the only one. Sakura was almost drooling over her.

"You look good in that Bri." Issei said encouragingly. "You make it look great. But I thought you'd wear something more conservative. What made you change your mind?"

(**/*\**)

"Hey Sakura." Ben called out as he entered her home. He found her in the living room, watching some TV. She didn't even react as he leaned over her, wrapping his arms around her shoulder. "How are you?"

"Good." She replied curtly. Ben looked at her in confusion. She was determinedly looking at only the TV, even though it was just an ad about Viagra. Weird.

"You know, we haven't hung out these last couple of days."

"I noticed."

"Well, I was wondering if you'd want to come to the pools with me and my friends. You'll have to help clean it, I'm afraid, but we'll be the first people to get to use it. No screaming kids, no judgemental folks, and no boys asking us out. What do you say?"

"Oh, you want my opinion? I thought you'd just go anyway, even if I don't want to help." Her voice sounded bitter. Ben was really confused. "After all, it's not like you include me in anything."

"Sakura, what's going on? You're never like this usually." Ben moved round the chair until he was crouching down in front of her. "You can tell me. That's what couples do."

Sakura sniffled, tears running down her cheeks. She looked less angry and more… hurt. "That's rich coming from you. You don't tell me anything. Do you even realise how scared I was when I saw all those burns? And you don't even contact me for days…" She started bawling, and threw herself at Ben. They nearly fell against the TV until Ben got his feet back under him. "All Issei told me was that you weren't feeling well. I was so scared. I…I thought that you… that you…" She started sobbing harder.

"I'm sorry." Ben whispered, hugging her and standing back up. "It was stupid. I should've called you before. I just wasn't really in a position to do so." He never thought how it would've looked to Sakura. If he found Ester, or Julie badly burnt, he would've gone looking for the creep that did it. "I just didn't want you to get involved."

"*hic* Why? Don't you trust me? Do you think I can't protect myself?"

"No of course I don't. But we were going up against a dangerous enemy. I had to use my greatest weapon to stop him from killing everyone. I didn't want you to get hurt." Sakura sniffled some more, before looking at him with red-rimmed eyes.

"But I don't want to see you get hurt. I don't… You're the best thing that's ever happened to me. I could live with you going home, because I could see you again. But if you die… I can't live with that. I don't want to live a life without you." Ben felt like a creep. She was really special to him. They loved each other, made each other laugh. And it was all a lie. She loved him for the girl he is, the guy he was. He was going to have to choose between him life, and his love.

"Sakura. I'm truly sorry for hurting you like that. But I'm a hero. I put my life on the line to save people from monsters. If I sit by and let others get hurt… I couldn't live with myself." He hugged her closer, kissing her on the forehead. She sniffled a few more times, before wiping her eyes.

"Ok. I'll come. If it means I can hang out with you, then I'll clean a hundred pools. But there's a catch. A way to make up for scaring me like that."

"I suppose I deserve it. What's the catch?"

"I get to choose your swimsuit.

(**/*\**)

"Sakura thought I looked good in it." Bri replied. Issei could tell the girl had very good taste. He'd love to have a girl dressed like that. He had to keep reminding himself that Bri was a guy to stop himself from asking her out. Bri gave a small twirl, the cloth flapping as she turned. "How do I look?"

"Amazing Bri. You really pull that look off. You're going to get all the cute girls like that." He noticed that Bri was blushing even more, but was also smiling from the compliment. Sakura, on the other hand, looked like she regretted Bri wearing that look. She kept looking pointedly at him, before taking Bri by the arm and dragging her over to the others.

"Issei." Rias asked him. "What do you think of my swimsuit?'

"It's… It's the best. Hands down. Even better than Bri's."

"My, my." Akeno said as she stepped over to them. "You're certainly stepping up your game, aren't you President?" Rias turned to glare at her. "I bet you've been dying to show that off to Issei."

"I don't like your tone Akeno. What are you implying?"

"Me? Nothing." Issei felt like this was the best place to be, with all the sexy girls around. Even Koneko looked cute in her school swimsuit. As he looked around though, he noticed someone was missing.

"Hey Asia. Where's Xenovia?" The blue-haired girl was nowhere to be seen.

"She said she was having some trouble with her swimsuit and told me to go on ahead."

"Well we can't wait around for her." Rias said as she walked away from Akeno. "We'll just have to start without her."

"Now let's have some fun."

(**/*\**)

Issei had to admit, they did have some good fun. He enjoyed watching Rias and Akeno dive into the pool, showing off their sexy bodies. They had an enjoyable game of pool Volleyball, with Bri doing pretty well even without the Omnitrix. Sakura was certainly tough, running rings around him. And after their game, they all mostly drifted off to do their own things. He spotted Bri and Sakura either having some fun splashing each other, or just floating around holding each other. Good for them. Bri needed some good things after Ascalon. Eventually, he found himself lying on a towel next to them both.

"I'm going to get myself a drink." Bri said, standing up. "I saw Kiba bring along a water cooler. What do you guys want?"

"I'll have some juice if we have it." Sakura replied.

"Just water for me." Issei said. Bri nodded, before walking off and giving him a great view of her ass. He watched her until she rounded the corner, then he felt Sakura grab him painfully by the ear. He turned to find her glaring at him with fire in her eyes.

"Alright pervert." She growled. "Keep your damn hands and eyes off my girl. You've got all the other girls here jumping on your bone, so leave Bri to me."

"Hold on." Issei spluttered, rubbing his ear in pain. After Rias pulled on his mouth, he was starting to feel sore. "What are you talking about? Me and Bri are just good friends."

"Don't lie to me. I know you want to be more than that. Well let me tell you, Bri prefers girls."

"I know that. She talks all about how the two of you are dating."

"Well then don't think that by being a nice guy you'll make her like guys instead and leave me. Cause she won't. I know it." That last part didn't sound as certain. Issei wondered what had gotten into her when he remembered some old rumours. Like how Lelouch Fujimura once dated a girl that had used the idea that she was a lesbian and girl-on-girl was hot to get closer to him. As soon as she wrapped him around her finger, she dumped the poor girl like a bad penny.

That girl must've been Sakura.

"Look, Bri's not going to leave you for me. It's just not like her. And I'll have you know that's she's just a very good friend. I'll be the first to admit I love that body of hers, but any guy would admit that. Even you know that, or else you wouldn't have gotten her to wear that bikini. Besides, there's another reason I wouldn't go for Bri." He didn't know if she told her yet. He didn't want to reveal her secret.

"Yeah well, I've heard that before. 'Oh I can't date your girlfriend because she's a lesbian. She's too small for my tastes. This girl has way too much meat on her bones for me'. Men like you just take whatever you want, and don't care about who gets hurt. If more guys were like Ben, then the world would be a better place."

"…Wait. What did you just say?"

"See?" She threw her hands in the air in exasperation. "You weren't even paying attention."

"No. You said Ben. But we're talking about Bri." Sakura paled as she realised her slip-up. Issei sighed in relief. He didn't have to worry.

"A… A slip of the tongue. I definitely meant Bri. If more guys were like Bri, then…"

"I already know that Bri's a guy." He interrupted her. "In fact, everyone in the group knows. That's why I won't date her. Because she's actually a dude on the inside."

"…Oh." She seemed to deflate as he said that. They sat in silence for a moment. "Sorry for snapping at you like that. It's just…"

"You were thinking about the girl that dated Lelouch. What's-her-name, Kallen? Karren?"

"…Kairi." Sakura replied. "Her name was Kairi. I loved her with all my heart. I thought she was my soul mate. And so I just ignored all the rumours that she was cheating on me." She gave a small shaky laugh. "I was the only person in school that didn't know she was only faking at being a lesbian. How sad was that? And after seeing all those burns on Bri… and she's staying with one of the school's biggest perverts… I got really scared I was going to be alone again." She punched him lightly on the arm. "Sorry for blowing up at you for nothing."

"That's ok. I understand. At least your first date didn't end up as badly as mine did. My girl turned out to be a Fallen Angel assigned to kill me. I had to become a Devil just to survive it."

"Ouch. That does make mine look more pleasant. At least Kairi metaphorically ripped my heart out."

"So we're friends now?" Issei held his hand out to her. She hesitated before shaking his hand.

"As long as you don't try to peek, sure."

"No worries." Bri said as she came back carrying drinks, having overheard that last part. "No one's taking a peek at my girl except me." She sighed as she sat down next to them again. "You won't believe how long it took me to find those drinks."

"It was like something wanted to keep me looking."

(**/*\**)

Ben smiled as he gave a big stretch, not even caring that it made his breasts bounce in mesmerising ways. Though from the way Sakura was staring, she clearly cared. Ben leaned back and watched the others relaxing on towels and catching tans. Only Kiba was still going, probably working to keep that pretty-boy look of his. Xenovia still hadn't come out though. Jeez, he was a guy and he didn't have this much trouble getting a bikini on. Was she just really embarrassed about wearing a swimsuit? It couldn't be any worse than that leathery get-up she wore for the church.

"Hey Bri, do you think you could rub some lotion on my back?" Sakura asked him. He turned to see her removing her top and lying down, her back exposed to him.

"Sure thing." He replied as he grabbed the lotion. It was actually nice, spending time with her that wasn't spent fighting monsters and villains. Hell, it was one of the few times he went on a date that didn't involve villains. He blushed as he remembered the last time he went on a date with Ester. That had been a political maelstrom. Sakura sighed as he got rubbing, the oily lotion making her skin slippery and shiny. At this rate, it was going to be a nice bronze by the end of the day.

"You could go a little lower." She told him, grabbing a hand and moving it to just above her waistline. Ben shivered a bit. He's never really been this far down a girl before. He rubbed as far down as he dared, before moving back up to her upper back. "You know, you could do your chest too while you're at it."

"My chest?" Ben squeaked. His cheeks were so red they were probably visible from orbit.

"Come on Bri. Am I seriously going to be the guy in this relationship? You need to learn to cut loose sometime."

"Ok." Ben smiled. She was right. While he had to be polite he couldn't be afraid to take risks every now and then. He pulled his top off and slathered the lotion all over his chest. When he was nice and covered, he lowered himself gently till he was lying on top of Sakura. Then he gently moved up and down, feeling sensations as his chest rubbed against her skin. It was actually kinda nice. He yelped though when Sakura rolled over, and their boobs were pressing together.

"You make a cute masseur." She giggled as she hugged him closely. Ben smiled back at her.

"And you make a cute girlfriend." He replied, giving her a gentle kiss.

"Really Tennyson? You're disobeying my orders to impress a girl?" Ben and Sakura shrieked as they heard Azmuth scolding him. They quickly moved to cover their breasts as the diminutive alien glared at them. Sakura had better luck at that than Ben.

"You know Azmuth; you could always get a second career as a mood-killer. People could pay you to stay away from their romantic moments. And for your information I only had to use Upgrade because the pump was broken. It wasn't like I was getting into a fight."

"Back off Akeno." They heard Rias call out angrily. "He hasn't finished oiling me yet."

"President! Your boobs!" Issei warned her about her lack of modesty. Rias just ignored him. Ben noted that Akeno also was missing her top. At this rate the only girls still decent were Koneko and Asia.

"Hey President." Akeno smiled back. "You don't mind if I take Issei, do you?"

"You can't have him. He is mine. You won't take him from me."

"Oh, but I know he'll want me. I'll let him suck my breasts if he wants to." Ben held his head in his palm as he started blushing in embarrassment. Azmuth was glaring at them even more.

"You seem to make the strangest friends, Tennyson. If this is the only hope for this world, then we're all doomed." They are started as a diving block exploded with red lightning. Everyone stopped to look at Rias as her hand glowed with black flames.

"Don't you think you're getting a bit full of yourself?" She asked Akeno with an angry look. Akeno merely smiled back as she stood up.

"My, my. If that's how you want to settle this, then I won't hold back." They are backed away as they both threw their magic at each other, Ben holding Azmuth in his hand. This was insane. It was Looma and Attea all over again.

"I won't lose him to you." Rias shouted as she threw another destructive bolt. Akeno dodged with ease.

"Aw, can't I just love him?" She threw one her own bolts back.

"I thought you hated all men?"

"Says the girl who wasn't interested because 'they all look the same'."

"So." Ben said, watching as Issei decided to run for it. He couldn't blame him. "Is this important enough to use the Omnitrix for? Or do we need to wait for them to move this fight before I can stop them?"

"No, no. You can fight. Get these two to stop before they kill someone." Ben smiled at that. Finally, he could do something.

"Here." He said to Sakura, passing her Azmuth. She squeaked, before holding him with only a few fingers. "He won't bite. Just make sure he doesn't get squashed."

"But he's a rat. I'm afraid of rats." Sakura moaned.

"I am not a rodent. I am a highly respected scientist."

"He's still grey, and hairy, and moving…"

"Just please hold him until I'm done. I'll take him back, I promise." Ben moved quickly, tapping the Omnitrix to find a form. Azmuth decided to make it so that Ben had to choose which form to use like he used to, instead of going by thought. Less chance for a problem. At least for now. Ben found Clockwork – a good form to stop them for now – and slammed down on the dial. But as he changed, he knew something went wrong. His feet lifted off the ground as he started hovering, and his arms became covered in some form of robe. Ben quickly looked down at himself.

He was a slim, blue-skinned alien girl (With a big rack, of course) with only a long, flowing drape to cover his modesty. His chest was still bared, most likely because he wasn't covered when he changed. His arms were covered up to his elbows, with long, silky sleeves draping over his hands. There were also long fabrics hanging from his hips, giving him a slightly Chinese shrine-girl look. He glanced over his shoulder to see a large segmented metal circle hovering behind him, spinning ever so slightly.

He didn't have a clue what this did.

"A Saphirion Priestess." Azmuth sounded a bit awed. "Quick Tennyson. Create a barrier around them both."

"Ok." He said, his voice higher-pitched than usual. "But is this one of those powers you just visualise? Or do I need to…?" He didn't finish his sentence, as the circle started spinning behind him and blue crystals formed around Rias and Akeno. They started, before trying to blast the barriers apart. But even though Ben could feel a pressure coming from them, the barriers still held together. "That's enough!" he shouted at them, the barriers shrinking until they both had trouble moving. "I can't believe this. After everything we've been through, you're both going to kill each other over Issei? That's just insane! If anything, he'd want to have both of you."

"I'm not sure I want to share. Besides, he likes me more." Rias replied hotly.

"Oh, but I'm so much more forthcoming to him." Akeno shot back. "I'm willing to try things that would make his brain explode."

"Just shoving those boobs in his face would make his brain explode. And in case you two hadn't noticed, he likes anything with a sexy female body. Hell, I can feel his eyes burning a hole in my pants, and he knows that I'm a guy." Ben sighed as all this got to him. "Look, how about this? If you two agree to act like mature people, I will let you both out of your barriers. Deal?" They glared at each other, before nodding. Ben just relaxed the pressure, and the barriers faded away, dropping them both into the pool. He hadn't even realised he had moved the barriers over the water until the splash. They both got out, spluttering and dripping. Koneko and Asia walked over carrying their tops, which they thankfully put back on. Ben grabbed his off Sakura, where it turned into a tasselled top once he put it back on. He sighed, glad that now they were all at least decent.

"Is it always like this?" Azmuth asked as Ben placed him on his shoulder.

"No. Well, the whole 'not caring about modesty' thing's kinda normal. But getting into fights about Issei is new."

"Hey, where is Issei?" Rias asked, noticing that he had vanished.

"Gee. Maybe he was running from the crazy girls throwing around dangerous magic. Ever thought of that?" Ben rolled his eyes. "Come on, let's go looking for him."

"He can't be getting into more trouble."

(**/*\**)

"Didn't you hear me Issei? Let us procreate." Issei wondered what was going on today. Even Xenovia wanted to sleep with him, and she was being the most direct of all the girls. He kinda thought that a girl from the Church would be more innocent than that. "My purpose in life was to serve God, but that is now lost. When I asked President Rias about our purpose, she said that Devils believe in desires. That we possess them, seek them, grant them, and are driven by them. And so I decided to seek a more womanly goal, a dream. To bear a child."

"Wa-Wait just a moment!" Issei spluttered. Sure, he wanted to bang a hot chick. But Xenovia was being way too forward.

"After seeing you stand up against Bri, even though she managed to defeat Kokabiel, I knew that you possessed noteworthy strength. You even possess a Dragon's aura. Such strong and special genes make you a suitable mate."

"That's not really convincing me." He realised he wasn't ready for this. He was still a virgin for crying out loud! He didn't know how to raise a kid!

"We're all alone now. This is our perfect chance." She started taking her top off, letting her full boobs hang free. "Regrettably, I am inexperienced with men. As the expert in sex, I will let you take the lead."

"Hey, wait…" He couldn't say any more before she fell on top of him, holding him close and squishing her breasts against him.

"Sleep with me." She commanded. "As long as you give me my child, I will accept anything you wish to do. I won't question it." How can something be so heavenly and yet so hellish? He didn't know what to do…

"Issei." Rias growled as she opened the door "What is going on here?" Issei yelled in panic as everyone else crowded around the doorway. Bri must've been the blue-skinned girl in the long robes and the head-tails, apparently trying not to laugh. He also noted that Azmuth was sitting on her shoulder, shaking his head at them.

"My, my. You're so sneaky Xenovia. Stealing Issei like that while we were busy. I'm the one that's going to take his virginity."

"How could you Issei?" Asia started crying. "If you had just asked me, I would've…" Bri snorted as she tried to hold back her laughter. Issei didn't think it was that funny.

"…Sneaky bastard." Koneko replied, glaring at him.

"What's the matter Issei?" Xenovia asked. "Let's make babies."

"What?! Look at all these people!" Issei shouted in alarm as Bri couldn't hold it back any longer. She collapsed to the ground, laughing like mad.

"You've ben lusting for girls since I got here, and now today you get four wanting to sleep with you." She laughed, wiping away at the tears. "Reminds me of all my fangirls. I had more trouble getting away from them than fighting some of my enemies." Everyone else just looked shocked at Xenovia wanting to make babies with Issei. He yelped as he was surrounded in a blue crystal, lifting off the ground and out of the room. "Come on, lover boy. How about we get you to a safe place before everyone goes crazy?" As they left, he saw the girls all glaring at each other.

Sometimes, he hates his life.

(**/*\**)

"Honestly Issei." Rias sighed once they were back at the clubroom. "How can you be so indecent? Planning on making babies right there and then? I can't believe you."

"It wasn't my idea." He complained. "Xenovia was the one forcing herself on me. Bri help me out here."

Ben just smiled at him. "All I can say is that I'm glad it's not me this time. Come on, take it like a champ. This is probably what a harem's really going to be like."

"You're no help." They were interrupted as a familiar slivery circle appeared on the floor, revealing Grayfia again, along with a red-haired man in a suit.

"I hope we're not interrupting anything special." He said in a suave voice. It was at the same time commanding, yet friendly.

Rias stood up in surprise. "Brother." She gasped. Ah. This must be Sirzechs, the current Lord of Hell. Ben had to admit, he would never had picked this guy out of a line-up for Satan. Ben watched as almost everyone else bowed to him, with the exception of himself, Sakura, Asia, Xenovia, and Azmuth. He didn't think Azmuth would bow to anyone.

Sirzechs smiled at them, before walking up to Ben. "And this must be the infamous Bri Tennyson. The only person to beat Ravel Phenex in a proper Rating Game, and who stopped Kokabiel almost single-handed. It is a pleasure to meet you."

"Hey. Nice to meet you too." Ben replied. Everyone looked at him in shock as he addressed Sirzechs so casually. "And I can't claim all the credit. The others helped out too." Ben had learnt the hard way not to let his fame go to his head. Even though it was him that retired Phenex and beat Kokabiel down.

Sirzechs chuckled as they shook hands, holding his left hand for closer inspection. "And this must be your Sacred Gear. But from what Rias has told me, we all know that's not quite true."

"So she's told you a bit, I take it?"

"I know that you were dragged here to help with a problem at a later date, and you were changed into your current form. As the Lord of Hell, I humbly apologise for the actions of our gods. What they did was inexcusable."

"Ah, it's not the end of the world. At least I got a boost out of it."

"What they did could cause more harm than good, Tennyson." Azmuth told him. "You can't just jack something like this into your flesh without causing difficult problems."

"And from your statement, I'm guessing you're the genius that created this device. It's certainly a unique weapon." Sirzechs noted, bowing slightly to Azmuth.

"Bah. It's not supposed to be a weapon. The only reason I let Tennyson use it in such a way is because he's far better at protecting it from people who would use it only as a weapon than I could imagine."

"Don't worry about his attitude." Ben mentioned. "He's always a grumpy old man. I don't think he treats anyone with proper respect."

"I have better things to do that act respectful." Sirzechs smiled again before turning to face Asia.

"You're Asia Argento, correct?"

"Um… Yes." Asia whispered, clearly nervous.

"I want to thank you for protecting my sister. Rias has told me good things about you. Your Twilight Healing is truly a blessing."

"I-I'm flattered."

"No need to be so tense." He chuckled. "I'm here mostly on personal business." Xenovia stepped forward, making Ben feel a bit nervous. She seems to have a habit of blurting out whatever came to mind. As a former member of the Church, she might end up insulting the guy.

"You are a Satan, right?" She asked. Sirzechs nodded, before she continued speaking. "Pleased to meet you. I am Xenovia."

"Yes, I heard of you. I must admit, I was surprised to hear that the wielder of Durandal had joined my sister's peerage. She certainly knows talent when she sees it."

"Sometimes I still feel bold for becoming a Devil. At times, I even regret it. Why did I become a Devil? Was I that desperate?" She seemed to be talking to herself more now. But then she remembered she wasn't alone. "Uh, I mean…"

She stopped as Sirzechs laughed warmly. "It's alright Xenovia. Perhaps it would help to just think of this as becoming part of a different race. You don't have to agree to everything we do. All I ask is that you help defend my sister."

"Of course. I would do that anyway. And I can't betray the word of Lucifer."

"Thank you."

"But you still haven't explained why you're here in the first place." Rias said, looking confused.

"You don't know? Parent's Day is coming up."

"What? But you can't really be here for that?"

"Why not? I'd love to see my sister in her studies. And Father's still coming too. Don't worry about that."

"But you're a Satan. You shouldn't be putting work off just for this."

"Oh, but I'm not. I'm also here to choose this academy to be the sight of the summit. I figured why couldn't I do both at the same time?"

Ben thought he understood. "You figured that having the Factions meet up where Kokabiel got beaten might convince them not to try anything."

"Oh, I wouldn't say that. But I don't mind if the others come to the same conclusion." As he smiled, Ben thought about what to do for this Parent's day. People might get suspicious if his parents didn't arrive, or at least send a relative to go.

Maybe he could ask Azmuth to bring his folks over?

(**/*\**)

"Uh… I'm sorry." Issei apologised to Sirzechs. It was now late at night, and everyone had gone to bed. Grayfia was lodging with Rias, while Bri was sharing with Asia for tonight. With all the people living in the same house, things were starting to get a bit crowded.

"For what?" Sirzechs asked. He was completely different from what Issei expected. He thought a Satan would be some kind of fire-breathing monster. But he was actually a nice guy. He got along with Issei's parents well enough. Dad seemed to like him, after all the beer they both drank.

"I'm sorry I'm making a Satan sleep on the floor. You should have the bed." Sirzechs only chuckled at that.

"Don't apologise. I'm actually glad that you're treating me like I'm a normal person. Back in the Underworld, everyone would go out of their way to give me the best items in the household. It can be a bit tiring after a while. I'll admit, I certainly enjoyed it when I first became Satan. But now I find more comfort in simple things rather than extravagant items."

"I think I get what you're saying. Bri said that she always wanted to be famous when she was younger. But now that she's a galactic hero, she wishes she could go back to having peace and quiet sometimes. It got aggravating, having all the reporters talk about her, and people seeking her out because she's famous. They even made a show about her, and most people think of the actor as the 'real' Ben 10."

"Wow. That would be annoying." He looked serious now. "Actually, I want to talk to you about Bri."

"Talk? About what?"

"Several powerful lords noticed how when her 'siblings' were retired during the Rating Game, Grayfia never called out their rank. They've realised that it was because she never actually had one. And she's proved herself to be powerful enough to give people pause."

"You… You think they might try to convince her to join their peerages?"

"I think they might not give her a choice. You haven't been a part of this long enough to realise, but what she's done is amazing. Phenex was regarded as unbeatable to anything less than a Satan. And the same with Kokabiel. And yet she managed to do more damage to them than anyone else. I'm not ignoring the help you and your friends did, but everyone else is focusing on Bri."

"What can she do to stop them? I don't think she'd like having to fend off every creep that wants her."

"Well, normally I would suggest making her a Devil with an Evil Piece. But somehow I don't think she'll agree to that. For now, hopefully the fact that she's a part of my sister's peerage will keep them at bay." They laid there in silence for a moment. "You know, I'm glad to see Rias smiling more. She never felt happy in the Underworld. And it seemed to have started after she met you."

"It's not just me that makes her smile. It's all the others too. We all work together to make her happy."

"I'm sure you do. Tell me, do you mind if I just call you Issei?"

"Of course not. I'd be honoured." One of the Satans was addressing him by his first name. This was incredible.

"Good. And in exchange you can address me by my given name too."

"Ah… How about I just call you Mr Sirzechs. Is that ok?"

"It'll do. You know, I heard that you and Bri met Azazel last night.

"Yeah, we did. I think he was after our Sacred Gears."

"Yeah, Azazel's been very curious about those. But I think he's more interested in them for the sake of science. He's never been a warmonger like Kokabiel. In fact, the Fallen were the first race to pull out of the Great War."

"Really? The way Kokabiel was going on, you'd think that the peace treaty forced them to stop fighting."

"Hardly. For his crimes of attempting to start a war none of us could afford, Azazel had him sealed in ice for all eternity."

"But then why was he pretending to be a mere client? Was he trying to recruit me? Or Bri? What if he tries to brainwash us?"

"Don't worry. I won't let that happen. I can't afford to let such powerful warriors leave our family to join another side."

"Thank you Mr Sirzechs."

(**/*\**)

"Had some trouble sleeping last night?" Ben asked Issei as they walked to school, Rias talking to Sirzechs not far from them. It still felt a bit strange still going to school after the fight with Kokabiel. But he noticed that all the damage was gone. You could hardly tell that a fight to stop two power-hungry warriors went on here. And Ben was thankful for that.

Issei looked around, saw that Rias was still busy talking to Sirzechs, and leaned in to whisper. "Mr Sirzechs gave me an idea last night. He wondered hypothetically that if my Boosted gear could make someone stronger, then what might happen if I used them on Rias' breasts. I was so busy fantasising them that I couldn't sleep."

Ben arched an eyebrow at that. Geez, was everyone obsessed with sex around here? Even after everything he's seen, it still surprised him. "Just don't let Rias hear you. She might not be too keen you've been talking about her boobs to her brother." And speak of the Devil (Har-de-har), they were approaching now.

"I'm going to show my brother around town, so I'm afraid I'm going to be late to school. You three go on ahead." Asia was with them too, smiling at Sirzechs. Guess she felt better knowing that a Satan liked her.

"See you all on Parent's Day." Sirzechs waved at them as they left. It didn't take long for the three of them to arrive at the apartment buildings Xenovia was staying in. But the girl was late. Asia told them to go on ahead, while she tried to wake her up. Ben was glad they were getting along. He thought that they'd still have trouble after Xenovia offered to kill Asia, but they were getting along like he and Kevin did. Better, in fact.

"You know, this is a nice change of pace for me." Issei said when they got closer to school. "Before, I was part of the unpopular alliance."

"Can't imagine why." Ben snarked.

"Yeah, but now I'm always coming to school surrounded by hot girls, present company included."

"Thanks Issei. I guess I've just gotten used to this. It kinda helps that Sakura's been saying the same thing too." They laughed until Issei yelped in pain, holding onto his left hand. Ben quickly went on guard. He dimly remembered that Issei was like that after some holy creep showed up. But all that stood out was a tall guy by the academy gates. He was certainly different from everyone else. His silver hair stood out against his dark jacket and the chain looped around one side. His ensemble made him look like a gang member, or a delinquent as the Japanese like to call them. He smiled at them, before walking over in a relaxed manner. Ben got a feeling of danger from this guy. And a sense of familiarity. Like they've met already.

"Well, well." The guy said as everyone else went past them. "To think you're both hanging out still. I didn't think I'd see the Welsh Dragon, Emperor of the Red Dragon, hanging out with a scared little girl." He looked at Ben with a smirk. "So who are you now? Bri Tennyson, with a shapeshifting Sacred Gear? Or Diagon, wielding a powerful blade?"

"What did you call me?" Ben was scared. Diagon. He called him Diagon. But why? Why would he think that? Did he know more than they thought anyone would know? But Issei noticed something else.

"You were at the battlefield? But if we never saw you, then that meant…"

"Yes, Issei Hyoudo. I am Vali. Emperor of the White Dragon."

"The Vanishing Dragon."

Well, now Ben's aware that Diagon isn't quite as gone as he thought. And we got some romantic moments. This whole fight between Sakura and Issei just popped in as a part of making Bri wear a sexy bikini. When I first imagined the chapter, I never thought I'd make another new alien for Ben. I was trying to think of a form that made barriers to stop fighting without causing a lot of property damage, and then I thought 'Shrine Priestess'. If you want to imagine this form, it might be a bit trickier since I used a bunch of other ideas for it.

Start off with a blue-skinned Twilek. Give her Akeno's robes, and change it to be like Leia's slave girl outfit. Give her a floating ring made of segments, and you might just have what I imagined.

Also, I thought I might give you fans some early warning. I'd love for this story to go on forever, but eventually I'll have to draw it to a close. Season 2 will be the last season of Ben DxD. I will still have some chapters afterwards to finish off some plot points and leave it open for a possible sequel, but that will be all. I think I've got too many stories at the moment, and I want to end this on a high note. It'll probably take a couple of months at least to get to the end, so I'll still have plenty of stories for you. But I figured I'd give you all a heads-up.

See you next chapter, and keep enjoying my work.