Hey there, Everyone. Merry Christmas and all that. I figured that after all the action we just had (and before we get into the story's final arc) I'd give you all an early Christmas present of a comedy chapter.

I had read about the fact that Azazel had a gender change ray gun ages ago, like back during season 1 or something. I immediately originally came up with an idea of a story where things were going crazy with everyone being changed (boys and girls) and while the Club was busy trying to stop it, Bri would be running around trying to get it. After the Kendo Club destroys it, we'd have a scene of Bri going all Four Arms on them. But once you've read this, you'll see that it's changed quite a bit since then.

I also wanted to let you guys know some good news. Remember how last chapter I said I might be part of a crossover? Well it is now confirmed. Blazorna Ibara is doing a crossover between Ben DxD and his story, 'The Troubles of a Misplaced Hero'. It is a Ben10/Queen's Blade crossover (for those of you unaware of Queen's Blade, it's a 'panty fighter' series as Ecchi as Highschool DxD. One of the main characters is a Goo girl who shoots acid from her breasts, and another is an elf who wears a snake for a thong and nothing else below the waist.) In it, Ben is seen as a demon because of the Omnitrix, causing the people he's trying to save to attempt to kill him. Needless to say, this Ben has a few issues from that. I haven't gotten far in it (too much going on right now) but it's a real good read. His grammar is pretty good (which is probably better than 70% of stories out there) and he's got villains from both series getting involved. Give it a read. He'll do the first half on his story, and then I'll finish it on mine. It'll be so cool

Also, for those wondering about Ben DxD ending, yes it will be ending. It will be complete. But only because I have so many other good stories I want to do and I've got too many going at once right now. Once I've lessened my workload and Highschool DxD Season 3 comes out in English Subbed, I'll do a follow up story. Rest assured, for those tired of Ben being a girl, he won't be a girl all the time in the next story. That I promise you.

So sit back, relax, and watch the mayhem.

Chapter 25: Spoke Too Soon

"Oh, come on guys. You're hogging all the hot water." Ben complained as he waited outside the bathroom. He could hear Asia and Akeno gabbing away inside, talking about clothes, Issei, schoolwork, Issei, cooking, and finally Issei. He banged on the door again, putting a bit more force in it. "Some of us have been busy helping remodelling this house, you know."

Finally, after a few seconds of foot-tapping waiting, the door opened wide enough to let a towel-clad Asia and Akeno through. As expected, Akeno's towel barely covered her, with only her nipples actually holding it up. Blushing – but not as much as he used to – Ben moved past them into the bathroom. He stopped in abject horror over the mess the girls had all made. Hair products were dripping onto the vanity, Akeno's sleepwear was still on the floor, and a grey hairball (what kind of girl makes a hairball) was sitting in the sink. Sighing, Ben changed into Brainstorm long enough to use his telekinesis to clean up all the mess. He had changed back and was just getting out of his own sleepwear when the door opened behind him.

"Hey Asia." Issei said, eyes closed and clad in nothing but a towel. "Ready for our…?" He stopped, finally noticing who was actually inside the room. Ben, covering himself with his towel, walked closer and closer until he and Issei were nose to nose. His face was white with fear, and he was pressed against the line separating the laundry from the bathroom like it was a solid wall.

Ben reached out and flicked him on the nose. The shock of such a small thing caused Issei to take the step over the line, allowing Ben to close the door after him. And this time use Diamondhead to create a lock on the door.

After taking a quick bath – and shivering since all the others had used up all the hot water – Ben headed on downstairs to find the table overcrowded with people. Mr Hyoudo was staring in amazement at Asia, Akeno, Xenovia, and Rias all wearing nothing but aprons, blood running from his nose. Mrs Hyoudo was directing the girls from her cookbook, offering advice and generally not looking all that plussed about the fact her husband was staring at four naked girls young enough to be his daughters. Issei was drooling into his cereal, hands groping thin air. Only Koneko was acting normal, chowing down on some fish and finishing some schoolwork. Yawning and stretching – and aware of what such motions were doing to his chest – Ben grabbed a bowl and joined her in having some normal breakfast.

"They're being a bit ham-fisted about this, aren't they?" Koneko asked him, still watching the others as they wiggled their asses at Issei. "They don't have to all do a Hadaka apron first thing in the morning."

"You know those girls. If one of them is going to try and get Issei's attention, then all three of them will try." Ben mumbled, his voice muffled by a mouthful of food.

"So how's the remodelling going?"

"We're getting there. Having a few strong forms helps make all the difference. But I swear we're getting a bigger water cooler installed." Koneko nodded, before turning back to her plate. At this point, the others had finished whatever it was they were making, and were now offering it all to Issei. Given how polite and caring he was, he couldn't refuse to try all of them, even though he was probably fit to bursting.

With Issei groaning and holding onto his stomach, the whole lot of them raced out the door. As soon as Ben realised just how many of them there were – and how long they usually took to get ready and service Issei – Ben had used Upgrade to scan and borrow a car. Now resembling a hover car convertible from the future, Ben had to put up with all the others singing some new anime single and trying to find some cutesy song on the radio. But he was the driver. He got dibs on what was playing. He was pretty lucky to find out that Shag Carpeting was also in this world, and still going strong. Once they got within walking distance of the school, he let everybody out and changed back to normal. The group then had to put up with most of the boys looking at Issei in anger over having the hottest girls in school as his harem, while the girls were shocked to see them all hanging out with the school pervert. Although, Ben caught several of them admiring the new muscles Issei had gained from all his fights. Even if he was getting the crap constantly kicked out of him, he was doing some actual training. As they entered the main building, Ben moved to the left of Issei and imbued himself with Four Arms' strength, allowing him to send Matsuda and Motohama flying into the air instead of crashing into Issei over his 'betrayal'.

Just a perfectly normal day at Kuoh Academy.

(**/*\**)

Issei had a massive problem. A huge massive problem. The kind of problem not even Bri could fix, no matter what form she used. A do-or-die, end-of the-line problem. His whole life depended on it.

"There is no way I'm selling you anymore porn, Issei you back-stabber." Matsuda said firmly, his face marked by Bri's fist. He was glaring at Issei, arms crossed in anger. "You've got every hot girl in school wanting to bang you. Go and bother them."

"Oh come on guys. I'm begging you. Momo's doing a nude shot and baring everything. They're even going to show her pussy. You've got to let me see that."

"I said no. You've had your fill. Leave some for the rest of us." Matsuda moved to leave, but Motohama grabbed him by the shoulder.

"Now hold on, Matsuda. I'm sure that something could be arranged." His glasses glinted as he smirked. "Like say, if Issei was willing to trade us some pictures. Surely seeing all those lovely ladies naked would be worth the admission price."

"Hell yeah. And if we have a picture of Bri, then we could blackmail her the next time she tries to kick our asses." Personally, Issei was pretty sure that Bri would beat them even harder if they tried. But he had to do it. He had to agree. His addiction and the photo shoot of the porn-year were at stake.

"Now Issei. I happen to know for a fact that there is a shower inside the Occult Club building. And the girls love to use it almost all the time. If you could find a nice, quiet spot where you could take some pictures of them undressing, or having a hot steamy shower, and if you got all the girls including that cute, flat blond one, then we might be willing to let you buy the article from us. What do you say?

I'm going to die. I'm going to die by Bri, the most dangerous natural disaster of all time. Decades from now, they will talk about how painful my death was, on par with that Rasputin guy. That was what Issei was thinking. But instead, he said…

"It's a deal."

(**/*\**)

Issei's nerves were on fire as he tiptoed his way into the club room. He knew from their usual schedules that the girls always had a shower here after gym, due to finish in an hour. Everyone apart from Bri and Koneko would be easy enough to take pictures of, if he wasn't able to hide. He was pretty sure they'd love for him to have some sexy pictures of them if he said it was for his collection. Of course, they'd probably end up fighting each other over who's the sexiest or something, but if he cleared out he'd be safe. The real challenge would be the last two. Koneko would rip him in half if he asked to take pictures of her naked, or caught him spying on her in the shower. And that would be nothing compared to what Bri would do to him if he so much as implied he wanted to see her naked. After seeing Archangel in action, he really didn't want a spear of light in his stomach.

"So, are you ready yet?" Motohama whispered behind him. Issei yelled shrilly as he was frightened beyond belief, the camera flying out of his hands and nearly hitting the ceiling. He turned to glare at his two old friends, noting that they were wearing black spy outfits.

"What the hell are you guys doing here? You're going to blow my cover." Issei growled back at them. Luckily, they were probably the only people inside the building, with even Gasper venturing outside a bit.

"Well, given your latest spotty track record on getting us poon, we figured we'd tag along just in case you failed to deliver on your end." Matsuda replied, a handkerchief tied over his head. "Besides, it's better to get a personal view of such fine-as bitches."

"If any of those 'fine-as bitches' catch you guys in here, we're all dead meat. Just clear on out and let me do my damn job."

"Hey Issei. What's all this crap on the desk?" Motohama asked him, looking at various devices set up on the desktop. They all looked downright bizarre, ranging from a toy ray gun to a multi-coloured orb. It only took one look to figure out who it all belonged to.

"Dude! Don't touch it. All that junk belongs to Mr Azazel. He'll kick our asses if he finds out we touched it."

"Oh please. What can one older guy do to us?" Matsuda scoffed.

"'What can one sexy lady with huge titties do to us?' Remember saying that? Because Bri's managed to kick your ass pretty thoroughly."

"Yeah, but he's not even in the building. He's probably off at the sports field, admiring all the girls." Motohama threw the orb at Issei, forcing him to drop the camera to catch it. Given Azazel's research, he really didn't want this thing to break. It might be a nuke, or a death field, or something that makes every guy get a really small dick. Motohama and Matsuda's joking around faded as the three of them heard the sound of footsteps. And they were getting closer. It was too early to be the end of gym, so that marked out all the girls. Gasper and Kiba were also outside, with Gasper watching everyone else have fun. So that left only…

"Shit! He's coming. Put everything back and…" Whatever else he was about to say was interrupted as the two friends grabbed him and ran out the window, dropping down through the trees. The door opened to reveal that Azazel was the one returning to the room, drinking a cup of tea and flicking through a porno. He stopped walking as he noticed two objects missing from his collection of gear he had set up. And then the camera left on the ground. He then noticed the open window, and Issei and his friends running away with leaves all over them. He smirked as he sat back down, taking another sip of tea.

"Now to sit back and watch the excitement." He said.

(**/*\**)

Issei took deep breaths as he hid behind the gym, hands on his knees as he fell to the ground. That was way too close. If he had caught them in the room with his junk… Well, Kokabiel was almost impossible for them to beat, and Azazel was probably even stronger than him. Sighing over missing a golden opportunity, he decided to have a look at the strange device he was forced to run off with.

It resembled a simple yet large bronze ball, with hexagons carved into the surface. The places where his fingers gripped it were lit up, and he could faintly hear humming from it. Turning it over and over, he finally spotted a panel lit up on its own. His logic was telling him that anything Azazel had couldn't be good. That this would probably be dangerous. That if this didn't end up in a complete and utter catastrophe, he should consider himself so lucky that he should enter the lottery…

His body ignored logic, and pushed down on the hexagon.

The panel flipped over and over, and the orb pulled itself free to hover in the air before Issei. All the other panels started flipping too, reveal and strange tube thing set up in the center. It was spinning in all directions as his body glowed, the light getting brighter and brighter. He tried to move away from it, but the orb followed him as his body grew heavier and heavier.

He could only yell as the light engulfed him.

(**/*\**)

"Do you think we lost that guy?" Motohama asked as he sat down, letting exhaustion overcome him. Matsuda was standing next to him, panting as well.

"Man, I don't know. And frankly, I don't care. We just lost a pro-bono poon-viewing station because of him. Why couldn't he be out there watching the hot ladies like a normal guy? And now, thanks to him, we've only got this weird toy for our troubles."

"Cool looking toy though." Motohama was studying it better. It was a white gun with a bulbous barrel, and tubes running from one to the other. A lightbulb was set up on the top, while the side showed a circle with an arrow pointing on an angle and a cross pointing downwards. The two symbols of male and female. "Maybe we could pawn this off or something."

"Money isn't as good as poon. At least with poon you can jack off to it."

"Oh come on. Lighten up. There's always next time. And you know Issei. He's going to keep trying until he can get that magazine from us." Motohama pointed the gun as Matsuda, making little 'pew, pew' noises like a 5-year-old.

And then his finger pulled on the trigger.

The lightbulb lit up as a green beam fired at Matsuda. It engulfed him, causing the two of them to scream in fear and alarm. Matsuda's scream became higher pitched, and his body started changing. As the glow died, Motohama was shocked to see that Matsuda wasn't standing where he had been. Instead, there was a hot girl with short shaven hair, average tits (at least a C cup) and wide hips. She was dressed in Matsuda's uniform, now stretching at the hips as she cupped her breasts. Motohama looked at the girl and gun before his brain finally put two and two together.

"Matsuda. You've… You've… You've been turned into a girl." Matsuda – because who else could it be? – shoved his hands down his pants and pulled his shirt open to reveal his breasts. He groped them again and again, before they both looked at the gun again. An evil thought crossed their minds as they realised the potential for the gun.

"Hit me." Motohama said as Matsuda picked up the weapon. The immediate area was lit up green by the ray.

(**/*\**)

And one, and two, and one, and two… Ben chanted to himself as he did the necessary after-stretches for the day. After Rook's advice on stretching turned out to be true on Anur Transyl, Ben refused to be under prepared next time. He just wished the boys would stop staring so hard. They've had weeks to admire him, now they should find someone else to stare at.

"Ok girls. Good job. You two, get the soccer pitch set up. I want to see how you lot do at a friendly game." Ben cheered inside as she said that. Soccer always reminded him of home, and how good he had been before he had to go full-time hero. He was about to go and help the girls get set up when some of them started screaming. Fearing an attack by a monster – or worse, someone from home – Ben looked around wildly for the threat. But all he could see was Issei, running towards him at full pelt.

And then grabbing him from behind, groping his breasts and shoving his hands up his shirt. "Boobies, boobies." He kept chanting over and over again. Ben yelped in shock before slamming his fist into Issei's head. And still the idiot kept chanting 'boobies' like it was a madness mantra.

"Seriously Issei. What the hell? You know I hate it when you do that. Have you somehow forgotten how tough I am when you saw us all here?" He missed whatever Issei replied with as another group of girls screamed. Ben turned to see Issei groping them too.

Wait.

Ben looked down at the Issei at his feet, and then back up at the Issei being beaten up by the girls. He looked over to Akeno to see Issei had removed her shirt and was rubbing his face in her chest, leaving her moaning softly.

"Crap. He's somehow cloned himself." Ben muttered, giving the Issei at his feet a solid boot to the head and knocking it out. Moving quickly, he utilised his Plumber training to free the girls from the Issei. They ran screaming and in tears, covering their chests as they did so. Rias came running towards Ben, dragging an injured Issei after her and with Asia and Koneko right behind her. Akeno followed, now having lost her shirt and bra. Her Issei was passed out amongst the trees. "So yeah. We've got a bunch of Issei clones running around groping people. Am I the only one worried that this is almost normal for us?"

"We can worry about that later Bri." Rias said. "Right now we need to figure out just how he's cloning himself and try and contain the situation. Having clones running around doesn't really help with keeping the supernatural secret."

"So we'll beat up every Issei we find until we find the real one? Sounds like a plan to me." Koneko said, punching the palm of her hand repeatedly. Guess he knew who had knocked out their Issei. "But which area of the school should we look in?"

Rias was about to answer when Xenovia came stomping on over, completely naked. And she wasn't even trying to cover herself. The few boys still around fainted from excitement as they saw her. "What was the big idea, ripping my clothes and then not doing anything?" She asked the Issei, grabbing it by the front of its shirt and glaring at it. "Am I not good enough for you now? Is that it? Do you think I'm not beautiful?"

"Hold on. He used Dress Break on you?" Ben was alarmed. If an Issei clone could use his powers… At best, there were going to be naked girls everywhere. At worst, an army of Red Dragons. He could see the others reaching the same conclusion.

"Alright then. We need to find the original Issei and stop these clones. Bri and Xenovia, you both cover the North. Tell Gasper and Kiba that they're to cover the East area. Asia and Koneko, you've got the West. And Akeno and I will head South. Are we in agreement?" They all nodded, but they were interrupted again as Gasper and a blond-haired girl in a boy's uniform ran up to them. She had the long hair and full figure that Ben realised most of the girls here had, like somehow this school had become Issei's ideal harem grounds.

"President. Yuuto Kiba reporting for duty." The girl saluted, standing to attention. "Two girls resembling Motohama and Matsuda are running around with a ray gun that turns guys into hot girls. Most of them are standing around groping themselves, but it probably won't be long before they become an even bigger nuisance."

"A gun that turns people into girls? Could it… Do you guys think it could work in reverse? Turn girls into guys?" Ben was nearly shaking with excitement. Here was a way to get himself back to normal again. A way to reverse this stupid curse he was under. Sure, it was nice looking like his old self. But it didn't compare to actually being a guy again.

"Maybe. But we'll have to test that later. Change of plans. Gasper, Kiba, Koneko, Asia. You four go and stop those two idiots before they do something stupider. The rest of us will go and hunt down the Isseis. Now can we get moving?" They nodded, moving in different directions. The 'Flatties' as Ben was deciding to call them, were already heading back to the school building, where he could see green light flashing from inside. The 'Chesties' were moving to the roofs, hoping it could allow them to spot the Isseis as they tried to ambush people. As they ran, they came across at least a couple who had been knocked out by what looked like wooden katana bruises. Guess the Kendo Club was busy defending themselves. But the sound of screaming showed that they weren't quite as successful as they were probably hoping. They cleared the final roof to find the club was being besieged by at least a dozen Isseis. They used Dress Break to remove the girls' clothes, before swarming them like a school of perverted piranha. And over and over they kept chanting 'boobies'.

Ben had to admit, it was both sexy and terrifying.

"Ok girls, start knocking them out. Remember, your dignity takes second place to stopping this. Bri, use Echo Echo to help control the numbers. There are more of them than we expected." Ben nodded, flipping through the Omnitrix until he came across the symbol for Echo Echo. But instead of turning into the tiny white-suited alien, his body felt heavier and wider than before. He looked down at his hands to find they were rather pudgy and covered by a green bodysuit. A new alien? Now? And some of the Isseis had noticed them up on the roof. Well, he was just going to have to learn how to fight in this form. Luckily enough, he seemed to come equipped with a giant sparking Taser weapon.

Time to put this form through its paces.

(**/*\**)

"From now on there will no longer be any ugly stupid and smelly boys in the school grounds." The short-haired Matsuda shouted, her shirt missing to bare her tits.

"Indeed." The more petite Motohama said, her glasses glinting evilly and dressed in a black school uniform. "From now on, it is school rule…"

"To have only hot, sexy, and cute girls in this school." They shouted together as Motohama fired off more and more beams. Several more guys were girlified, pulling open their shirts in shock and groping their breasts eagerly. But the girls – the real girls – ran in fear of apparently being turned into guys.

Yuuto had to admit, it was both sexy and terrifying.

"So what's the plan Yuuto?" Gasper asked, hiding behind his paper bag mask. "Are girls immune to the ray or something?"

Yuuto shook his head. "I don't think so. These guys are as perverted as Issei, but without the niceness. They're probably avoiding turning any girl into a guy."

"So Bri could be right. It could turn her back to normal." He could hear the relief in Asia's voice. She was probably relieved that a potential 'rival' could soon be out of the running. Bri would probably kill anyone who thought that, but he knew that girls weren't always so logical about things like this. "But Kiba, what is the plan?"

"Hey dickheads." Koneko shouted, walking closer and closer to the two perverts. "I'm going to make you both wish you never found that thing. And then I'll remove your man-parts the hard way." The two former-guys trembled in fear before Motohama seemed to have an idea.

"Fellow sexy people. We have gifted you with boobs you can play and fondle with at any time. We have given you the freedom to see a girl naked and view her privates without reprisal. But Koneko and her friends seek to end such wonders. They will take away your joy, your fun, because they wish for us to remain downtrodden virgins, ignorant of the world. For the sake of every man in the school, no, every man in the world with a love of sexy naked girls, you must defend us!" A resonating cheer sounded from all the former-guys as they rushed her. Dammit. This was a big problem. While Rias wanted them to get that ray gun back and stop its effects, he doubted she'd want them to use their Sacred Gears to beat up their fellow students. And Gasper still wasn't ready to use his Gear on such a large crowd.

"Ignore our classmates. Those two are our biggest concerns." Yuuto ordered, charging ahead and running along the wall. But he was blindsided by members of the Baseball Club, who forced him to stop to avoid their bats. Normally he would've just jumped past them and kept going, but the hallway was too crowded to do that. Using some of his Devil speed and strength, he managed to break the bats and clobber the guys attacking him. "Koneko, Gasper, Asia. Where are you guys?" It was far too crowded. He could barely even see Motohama and Matsuda anymore. The crowd parted with a bang as Koneko punched her way free, her clothes ripped off by them. Feeling his jacket getting pulled, Yuuto twisted free and kneed the person trying to rip his clothes off. As it turned out, girls were just as vulnerable to a groin kick as a guy was. You learn something new every day. He barely avoided drawing his sword as Gasper and Asia appeared in front of him, Gasper's eyes flickering. "We need to clear a path. We're too vulnerable standing right here. Koneko…" His order to charge through the students was interrupted by an energy beam blasting through the school wall. As students were knocked down and blown to the other ends of the halls, Yuuto managed to catch a glimpse outside. A deformed brown-haired doll lady in a green bodysuit had a giant cannon on her shoulder, sitting back up after such a powerful blast. She rubbed her head in embarrassment as Xenovia hit her on the head. The Omnitrix symbol on her chest, right between her small breasts allowed him to realise that was probably a new form of Bri's.

"Bri, find something less lethal. We want to stop the Isseis, not kill them." Rias shouted as she hit a bunch of them with a blast of shocking magic.

"Sorry. Still working out the kinks for this form." Bri shouted back, her voice somehow still normal and at odds with her appearance. She let go of the gun, which folded away into her back, before another square barrelled gun folded out into her hands. A blast of lightning fired out of it, shocking a crowd of Isseis and knocking them into a smoking pile. Turning away from the fight, Yuuto spotted Matsuda running towards the tennis pitch. In her hands was a flash of something metal.

"Change of plans. He's heading that way with the weapon." Yuuto told the others, jumping out the hole in the wall. Koneko was right behind him, while Gasper and Asia took a longer path further along. As much as he wanted to wait for them, they needed to catch the pervert right now.

There was no way he would escape them.

(**/*\**)

Just how many times did he copy himself? Ben wondered, firing at another clump of Isseis. But they were getting smarter now, actually being capable of dodging. He managed to blast a few, but most of them were heading straight for him. And this form was so slow, easily as slow as Upchuck or The Worst.

"Crap, crap, crap." Ben muttered as he backpedalled, firing small bursts of lightning at them. He was so busy with them that he failed to notice a few grabbing his arms with ropes (where did they get them from?) and then he was pulled between them. The motors of his armour whirled, but they were somehow stronger than before. And the rest of them were still coming. "Crap, crap, crap." Ben pulled and pulled again, but they just kept getting closer and closer. Finally, in desperation, he noticed a holographic button to eject on his HUD. Straining, he managed to barely reach it. His head – or helmet, whatever you wanted to call it – went flying off at great speed, slamming into the Issei's before him and sending them flying.

And suddenly, he felt at least twice as tall as before.

Pushing off the ground as hard as he could, Ben found himself flying through the air. At least a few meters already, the Isseis little ants to him. Patting himself down in search of a weapon (and trying to ignore how skin-tight the outfit was, or how much hair was getting in his eyes) he found two small blasters on his hips. A targeting reticule appeared over his eyes, allowing him to blast the Isseis swarming below with the kind of ease he could never replicate normally. Smiling at how much easier things were, Ben felt the blood leave his face as he saw just how many more were swarming towards the others. Now falling back to Earth, as soon as Ben's feet hit the ground he was running back to the others. "We need to move. There's about a few hundred Isseis heading straight towards us."

"A few hundred? That's unbelievable. There's no way he should've been able to clone himself that many times." Rias replied, looking surprised. Ben noted with some annoyance that now Akeno was also completely naked. It made him feel a bit more worried about having to run around the school naked. He was still annoyed when Issei blew his clothes off the first time.

"I kinda doubt that cloning is all that common for this place. At least not like it is back home. So where did he get a cloning machine from in the first place?"

"It's a mystery alright." They heard Azazel's voice. He was currently sitting on a roof, admiring the view. "I mean, that's the kind of thing you'd have to build. You can't just find one of these lying around. And where would you even start? You'd have to have knowledge of a few Sacred Gears with the power to create copies. Why, I think that kind of narrows down the suspect list…"

"You gave Issei that clone device? What for?" Ben asked him.

"I needed to test it somehow. And Issei fitted the bill. Clearly though, something's gone wrong. They're not supposed to be so… one dimensional. Guess I'll have to work out some kinks in the system. Still, you girls are doing a great job. Luckily for you 300 is the maximum amount of copies it can make. A little thing I added to avoid a 'grey goo' scenario. Keep doing what you're doing, and you'll overwhelm them in no time. Unless they surround you and strip you. Then you'll probably just end up being their toys. Oh and Bri? Looking good. Green hair and a white swimsuit really suit you."

"Piss off." Ben yelled back, turning away from him. "Ok. I think I have a plan. Rias and Akeno should take to the skies and blast as many copies as they can. Xenovia, you herd them from the ground. I'll move around and help you out. Once we've gotten them into an enclosed area, I can use Shield Maiden to box them in. Then Akeno can blast them until they're all out. Who knows, it might be enough to turn Issei back to normal. Of course, this would be a lot easier if someone was willing to help us." He glared at Azazel again, who simply smiled as he ate from a bag of popcorn.

Rias nodded. "We'll just have to do this without him. Team, let's move out." She and Akeno took to the skies, Akeno covering herself with her shrine outfit. Xenovia, still not caring about her state of undress, ran through the trees to get to the Isseis. And Ben started jumping like Crashhopper from tree to tree, noting their location as he moved.

And no one apart from Azazel saw Ben's armour grabbing its head and following after them.

(**/*\**)

"Ahh, my tits." Matsuda wailed as Koneko grabbed her by the nipples. She could do nothing but try and move in time to the smaller girl to avoid pulling on them. Of course, Koneko had already punched him twice in the chest. "Please, don't take away my fun." She screamed again as Koneko tugged sharply on them.

"It may be fun for you, but I think I've had enough of being a girl Matsuda." That was a lie. Yuuto was actually kinda curious how different things were as a girl. At the very least he could learn first-hand what Bri's been going through. But he didn't need to know that. "Now hand over the ray gun, nice and easy." Matsuda sniffled, but she lowered her hands slowly. Asia moved in and grabbed it, opening her hands to reveal…

A silver dildo.

"Dammit. We've been played." Motohama must've had the real thing. And he was probably long gone by now. "Where did Motohama run off to?" He asked Matsuda in his fiercest voice.

"I don't know. He could be anywhere. He could probably be back home, jerking off right now." She screamed as Koneko twisted, putting her breasts through hell. "Alright, alright! He's still in the school grounds! He wanted to go and zap every boy in the school! But I bet that right now he's probably using the fact that he's a girl to peek on the girl changing rooms and the showers." She gasped as Koneko released her, falling to the ground in agony. Already forgotten, Yuuto and the others were already running. They reached the changing rooms in record speed, already hearing the girls inside gossiping. It took a few seconds of reminding himself that he was also a girl right now before Yuuto plucked up the courage to enter the locker room. Everyone stared at him before turning back to their conversations, already ignoring him because he had breasts. Now that he had all that bared skin on view, he could understand why Bri had been so nervous around the other girls. It was practically impossible to not stare. Luckily, they weren't in there for long. Even if they hadn't already seen her, Motohama was hard to miss. Her glasses were all fogged up and blood dripped from her nose. Her hands were already down her skirt, doing things he didn't really want to think about.

More importantly, the ray gun was lying on the bench beside her.

Quick as lightning, Yuuto grabbed the ray gun and ran out of the room, ignoring Motohama's cry of anguish. Another bunch of girls in boys' uniforms spotted them, but Koneko managed to knock them all on their fat asses.

"So now what? Do we destroy it?" She asked him as they kept running.

Yuuto shook his head. "We don't know what could happen. It could be permanent for all we know, and the ray gun might be the only way to change us again. And besides, I think Bri would kill us if we broke it before she could use it. We'll just have to get back to the others before…"

A guy swinging from a rope swiped the gun from his hands, yelling like a lunatic as he went. Even as he slammed into the far wall, another guy was taking the gun from him and firing it blindly back at them. Yuuto dodged it on habit, causing the beam to hit Gasper instead. When he stopped glowing, he didn't look any different to before. The changes were probably only visible under his clothes. But Yuuto was so focused on who had been hit that he failed to notice the group of boys lying in wait until he was nearly within their grasp. And while being Rias' Knight gave him plenty of cool powers, changing direction in mid-air was not one of them.

"I've got her boobies!" One of them shouted as they tore at his clothes. Yuuto tried to break free without hurting them too badly, but when he felt them pulling on his pants he decided to throw caution to the wind. And the perverts. After several wasted seconds making sure that he broke a few arms Yuuto was the only one still standing. And he was acutely aware that his breasts were now bouncing in the breeze.

And the others were gone.

They must've decided to hurry after the thief. He decided. It made sense. He doubted they were really going to do more than grope his whole body, and it was more important to follow the gun. But it still hurt that he didn't even have to order them to keep going while he held the guys off.

Shaking the thoughts from his head, he kept running down the hall, and hoped that he'd come across them again.

(**/*\**)

"There's too many of them!" Rias shouted, blasting another Issei and trying to dodge another one. The second Issei managed to rip her shirt off, leaving her in nothing but her panties. "And Satan Knows how stupidly determined Issei is."

"I know. This is so much fun. He'll be great in bed." Akeno giggled, blasting another group. They groaned for a bit before getting back up.

"This… Isn't… Working." Xenovia grunted, smacking Isseis left and right with Durandal. Sure, being hit with a giant piece of metal was dangerous. But it just wasn't enough to keep them down. "We need a new plan."

"I'm working on it." Ben replied testily, booting one Issei in the head hard enough to bleed. His natural speed and agility certainly helped keep him out of their clutches, but it wasn't doing anything else. And any time they tried to herd them elsewhere, they just kept coming back. And occasionally one of them had to rush off when another group of Isseis ambushed other girls. At this rate he was pretty sure he was the only one still wearing anything.

"You know, this is really enjoyable. I can see why this country loves those ecchi series so much. Aside from the free porn they're pretty hilarious." Ben growled as he saw Azazel still munching on popcorn, but now drinking from a soda cup.

"What do you want Azazel?" Ben asked, sighing. He knew it was going to be embarrassing, maybe even humiliating for all of them. But they had to.

"Why, I just want to watch the fun." Ben glared at him, causing Azazel to start laughing. "Oh I know what you meant. I… want a new cannon. Bitches love cannons. And a seventy-inch plasma widescreen TV. With Netflix. And no 3D. That's a stupid gimmick and everyone knows that."

"Are you done joking?"

"Aw. But I thought you liked joking."

"I have been constantly moving to avoid having my clothes ripped off and molested by an army of clones of my friend. We've spent minutes trying to herd them elsewhere, and they just fail to do what we want. Any good humour I had has officially dried up. So for the love of God, help us already."

"Well, since you asked so nicely. You've obviously haven't done a lot of herding, so let me give you a tip. You've been focusing on the stick. A good choice, but it has no fine control. Especially on someone like Issei. What you girls need is a carrot. Something that Issei would run through an army to get to. Or in this case, two somethings." Ben's heart sank as he realised what he meant. But it was their only option. He sighed.

"Everyone. Regroup back here. I have a new plan."

"Oh before you leave, I noticed something about that suit of yours." Azazel pointed downwards, where Ben spotted his suit standing by the building they were on top of. "It seems you have some remote way of controlling it. And given what you used before, I bet it'll have something capable of taking out the whole army." Ben looked down at his arm, a holographic panel lighting up. His plan, already just a set of half-finished steps, was finally coming together. By now, the others had made it up to the roof he was on.

"Ok. This is going to probably seem stupid, but I'm pretty sure it will work." And before anyone could stop him (probably by suggesting some common sense) Ben jumped down in between two buildings. "Hey Issei!" He shouted getting their attention. Finding the seam in his suit, Ben pulled off the top and bared his breasts. "You want these puppies? Come and get them." Akeno and Xenovia were on the ground now, squishing their breasts in their hands and jiggling them.

"Boobs?" one of the Issei's said in wonder.

"BOOBS!" They all shouted, charging straight for the girls like a zombie horde. They quickly started running, making sure to keep at least one of them in sight of the Isseis. Like Azazel promised, they followed them down every turn without a hitch, until they reached a dead end behind one of the school buildings. Everyone besides Ben took to the air, while his suit jumped down to the ground and opened up. Smirking, Ben flipped so that he was sitting inside the suit, a giant cannon bigger than before folded out over both shoulders. Legs popped out and stabbed the ground, while a belt wrapped around the midsection of the suit. The horde charged round the corner, constantly shouting 'boobs' over and over again. Ben aimed in their general direction, and let rip.

According to meteorologists the next day, the lightning could be seen from all corners of the city.

"Nailed it." Ben cheered, tapping at the Omnitrix. Shield Maiden erected barriers over the opening and the roof, sealing them in like when he used a similar trick on Mega-Watts. They wouldn't be going anywhere for a while. Rias flapped on over to Azazel, trying her best to look intimidating in nothing but pink panties.

"Alright, spill. How do we reverse this?"

(**/*\**)

It turned out that following the others or finding the thief wasn't as hard as Yuuto thought it would be. Every guy who hadn't been girlified (and plenty that had) had been working in concert with him to make sure they didn't get the gun and break it. It was a careful yet unsubtle plan, relying on everyone distracting them long enough for the thief to get clear.

Either that, or they had the bad luck of trying to grope the girls. Six of one, half-a-dozen of another.

"We got him." Koneko told him when he found them, holding the gun in one hand and Motohama in the other. "This pervert tried to ambush me, but I showed him."

"Yeah. You did. But it looks like you showed him a bit more than you wanted." All of them were barely clad in strips of clothing, baring all to see. At least Asia and Gasper were trying to cover themselves.

"Suck it, pants girl." She replied, marching down the hallway towards the window. It was a good idea. Outside, they could manoeuvre better, keep away from everyone else. And everyone was still inside, probably trying to avoid the 'Issei-pocalypse'. Feeling like everything was under control – and not spotting a single Issei – Yuuto started humming a catchy tune to himself. As such, he missed it when the Kendo Club girls nearly ran into them. Like probably everyone else, they were completely naked.

"Th… That gun." Katase stammered. "Is… Is that the gun that turns people into the opposite gender?"

"I guess?" Yuuto replied. "We don't really know anything about it, so… Hey!" He yelled out as she grabbed the gun off him and threw it to the ground.

"Such an evil weapon must be destroyed beyond use! It is a danger to our feminity!" The Kendo Girls yelled in anger as they smashed it to pieces with their shinai. Only when it could barely be considered scrap did they let up and cheer. Yuuto felt his body get pulled in weird places, but given the way the girls looked at him he must've returned to his normal handsome self. Simply destroying it must be able to disrupt the magic that altered them. But that wasn't what he was thinking about right now.

"Bri is going to kill us."

(**/*\**)

The light was blinding when Issei woke up, his head all fuzzy. He tried to remember what happened, but he kept drawing a blank. The only thing he could do was stare at the giant mounds of naked flesh hanging over his face…

"Oh good. You're finally awake." Rias said, smiling even as her boobs swung in the breeze. Issei smiled at them, before realising that she wasn't alone. The rest of the club was with her. And most of them were naked too. Even Kiba had lost his shirt, and Gasper was wearing brown paper bags everywhere. Azazel was sitting in a tree, reading a magazine or a porno. Issei looked past everyone to see a line of girls also barely dressed, with only a few wearing shreds of clothing. The rest were trying to cover themselves as best as they could.

"…The fuck did I miss?" He could only ask, wondering what had happened. Did some pervert attack the school? Or an army of perverts? Did it have something to do with…?

Wait. He was about to take pictures of the girls naked as payment. That was the last… No. He had activated some weird sphere he found on Azazel's desk. There was a light, and then…

"Well there's the long and funny explanation, and then there's the short utterly hilarious explanation. Short answer, you found my cloning machine and did what any pervert would do with an army. And at the same time, your buddies used my gender ray gun to turn all the boys into hot girls. We won, end of story."

"…Let me repeat. The fuck did I miss?" That was all Issei could say. Did he seriously do all that? He knew his perversion was legendary. He never denied it. He'd love any boobies as long as they weren't attached to a complete psycho. But there was a far cry from that and molesting and stripping an entire school. It wasn't a nice thing to do.

Besides, that was a wet dream only.

And then he noticed what might be the single-most sexiest girl of his entire life. Her waist was incredibly slim without appearing creepy, flaunting her wide hips, full ass and buxom tits. They bounced and swayed in the breeze, the nipples nearly ripping through the white skin-tight suit. Her ass was the right level of soft-yet-firm. She had long, straight green hair, with two long strands hanging over her chest. And right now she was sitting on top of a short deformed suit, her legs curved enough to show just how fine they were. Even her look of extreme annoyance didn't detract from her beauty, helping to show off her fine features and china-like skin. She turned to look at him, her eyes a vibrant gold, her breasts swaying from the motion…

And peeking out between them was the Omnitrix.

"Hey Bri. Awesome form. Looks really good." He said, getting up properly.

Bri smiled back at him, a hint of anger still in it. "Thanks for the compliment Issei. But unfortunately what's not awesome is that the Omnitrix had a glitch. I'm stuck like this for another 12 hours. And right now, after the kind of crazy day we had, the last thing I want to be is an even sexier form than normal."

"The Kendo Club destroyed the gender ray gun, thinking it would turn them into guys. Bri's a little pissed off about that." Kiba explained. Damn, he missed a gun like that? Just his luck, to get all the blame and none of the reward.

"Whatever. I suppose it'd be unfair to force everyone else to stay swapped just so I don't have breasts anymore. Let's just go home and find something normal to do." She kicked her legs into the air and shoved them down into the suit, going further and further in until the top of the suit reached her ass. Damn that thing was big. Both the suit and her ass. She had to wriggle a bit to get it in, giving him an awesome show. She somehow got her arms into the suit and used the shorter, stumpier limbs to help shove her breasts in too, before flipping a lid down on her head. Issei had to admit, if he hadn't seen Bri's new real form first, he'd figured she turned into a weird fat alien.

"Now, since I'm always running last, I get first dibs on the shower when we get back home." Bri said, waddling down to the road.

No one felt like arguing.

Woo. Man I'm pooped. Getting the concept down was easy enough, but finishing the finer points was a chore. I kept getting distracted by other things in life, as well as the fact that my story involved sexy, naked, bouncing…

…I'm sorry, what was I saying again?

But joking aside, I made up a new alien for Bri. Yay! This form is actually based on Kemeko from Kemeko Deluxe (yet another Ecchi Series) if she was C.C from Code Geass. I got the idea after watching a YouTube AMV of the show, and damn she was sexy. Not the suit obviously, but the girl wearing it. So I decided to borrow a bit from it and make it more alien-like. I've also written down a bit of a back story for the form. You would not believe how hard it was to come up with a name for it. I originally went with Ben 23-esk names such as 'Wide Load' and 'Pretty Heavy' before settling on Heavy Artillery. It may not perfectly describe the form, but it works for both genders. And it's the best I could think of.

I think I'll also write down back stories for the two other new forms. I doubt we'd need one for Archangel, Fallen Heaven (Fallen Angel form) or Hellfire (Devil form).

Heavy Artillery is a Bishosion from Bishie IV. The Bishosions are well known for being a rather beautiful species, with the men being considered more beautiful than most species females. Favouring a fast and agile fighting style, they found to their annoyances that compared to many other species they ran into they were far more fragile. It was difficult to hit them, but it usually only took one hit or two hits to beat them. To counter this, they developed special powered latex suits, to offer protection and strength while still showing off their beauty. They also developed the Wide Load Battlesuit, a suit of powered armour that grants them incredible defence and firepower, at the cost of being slower than normal. It was also smaller too, using Warp technology to make it bigger on the inside. Many people who first meet them in their Wide Loads are very surprised to see a beautiful alien twice the height of the Battlesuit exiting it.

Ultimate Heavy Artillery wears an improved Wide Load suit, now known as the Sidhe Suit. Built more to resemble an actual warrior instead of a cute deformed fighter, this suit utilises the Warp technology to fit even more weapons and armour into the frame. The female suits resemble warrior goddesses, while the male suits resemble giant black knights. Female Suits are built more to replicate the speed of their unarmoured forms, but have less armour plating to achieve that. The Male Suits are slow and ponderous, but can withstand even Techadon-level weaponry.

For those wondering what their Ultimate Forms look like, the girls are similar in build to Nova from 'StarCraft', while the men suits are Darth Vader meets Reinhardt from 'Overwatch'.

Ripperjack is a Victor Scindo from the jungle forests of Aranhaschimmia, home of the Arachnichimps. They live lower down the trees that the Arachnichimps, using their many blades to carve homes out of the trees and scavenge for food. It also makes them a less desirable meal for many of the predators that inhabit the forests below them. They operate around a single queen similar to Earth insects, with hundreds of families living in a single tree. It is not unknown for their hives to live hundreds for miles below the entrance.

Ultimate Ripperjack has been modified by constant attacks from tougher and more resilient predators. Their blades have altered to instead create blade of pure energy, able to alter in thickness, shape, and length. Now they are able to slice Root Sharks in half lengthways. With many of the trees having been felled by attacks, they are now able to fly on sharp wings, which can also fire their crystalline feathers at enemies like flechettes. Their normal humanoid form has been changed into a large insect 'centaur', giving it more surface area for blades and spikes. Finally, they have a long tail, able to strike enemies from a great distance and fire flechettes at their enemies.

Ultimate Ripperjack would be best described as a spikier Ripperjack attached to the Acklay from Star Wars: The Clone Wars but with eight legs (the bug thing Kenobi killed). And with a long tail.

Shield Maiden is a Clostra Sister of the Contegoian Order. The most popular belief of the Magia Species, they believe that there is a great god called Orbsion who guards Reality from evil monsters waiting to destroy it. He gains his power from selfless acts and virtues, but loses strength when people commit heinous and selfish actions. If everyone could do heroic actions to protect others, then it may give him enough strength to dispel the Nameless Horrors for good, allowing people to travel from Reality to Reality with ease. To this end, they focus their magic in the art of defence, allowing them to create barriers of impressive strength. However, as part of their religious belief that true good comes from protecting others rather than fighting, they're more focused on defence rather than offence. But they admit that sometimes one must fight back rather than weather the storm. It is not unheard of for their numbers to use their shields in creative ways to clear out small armies. In addition, they fly by creating a barrier beneath their feet, moving it to simulate flight.

Ultimate Shield Maiden comes from a future where criminal organisations such as The Incurseans have used them for target practice. Believing that Orbsion is almost out of strength, they changed their beliefs to be that martial strength is just as important as defence and sacrifice. To that end, they have grown stronger and faster, wearing armor instead of ceremonial robes, wielding staffs and staves, and finally fine-tuning their barrier magic into weapons. They will give all enemies a chance to surrender peacefully. But they will only give one chance. Many who abuse their good nature have been found in pieces.