Once Upon a Tennyson

by Creaturemaster

(After WAM) Ben somehow arrives in a world of fairy tales and magic, where following one's destiny is important above all else and the student body of a certain school is locked in a war over how to live their lives. Can Ben unite the students under one flag before the dark force lurking within the shadows ends them and claims the world for itself? The first of it's kind!

17. Spring Unsprung Pt 1

Greetings one and all, monsters and fairy tales of all ages!

Hiya, everyone!

We're back with another chapter for your enjoyment and, get this, it is Spring Unsprung!

Finally!

Well, no need to rub it in. Anyway, onto the review answers!

Hold it! You forgot something!

I did? OW! What was that for!? And where did you get those cymbals!? I thought I destroyed those!?

Hades lent me a pair, silly! Apparently he isn't very fond of marching band music. Anyways, you forgot to remind them all about the Villain OCs contest! We need more of those applications!

Oh, yeah. For those of you that are unaware either of us is talking about, I had a Nemetrix Predator OC contest back during We're All Monsters asking for my viewers to submit originally made Nemetrix predators for Ben's aliens during a chapter I like to call "Nemetrix Unleashed". So now, I am having a Villain OC contest for Once Upon a Tennyson!

Long story short, Ben needs more bad guys to fight before the big guns come out, so I need/want you guys and gals to submit your own villains for Ben to battle! Here is the app for those that chose to submit.

Name:

Age:

Species (can not be from Ben's world or any other franchise):

Appearance:

Powers/abilities/weapons (do not make too overpowered):

Weaknesses:

Personality:

If you believe I have forgotten anything else of importance, do not hesitate to add on to the application! The villains will not really play a big part in this story, it's just something to fill in those moments between major events; also, the ones that I chose will not only be featured in the story, but will also be brought to life by me and posted on my DeviantArt account hopefully sometime in the near future. So send 'em in!

Can I proceed with the answers now, Maddie?

Only if I get to answer them, too!

We'll see if there are any for you. Onto the answers!

Yay!

Menatron the Angel of Ideas – I unfortunately have not been able to watch Way too Wonderland yet (something that will quickly rectified once I reach that promised chapter), but from the clips I did manage to see, it's probably pretty close, if not a less violent version of Wonderland Chess. As for Faybelle, I am definitely setting her into the harem as, unlike Duchess, she has some redeeming qualities that can be exploited; Duchess isn't hexactly one of my favorite characters since she's always so pompous and rude. If anything, she'll probably get knocked down a peg or two and maybe be paired with Sparrow (I made it a goal to form at least one or two other couples for this story like I did with Abbey and Heath in my previous work).

Karlos1234ify – Bribing Sparrow to play a romantic song for Dexter and Rosabella on a date set up by him? My friend, you just gave me an idea for a future chapter! And don't worry about Dexter: he'll find love sooner than he thinks.

storygirl99210 – Well, you'll just have to see if everyone's favorite Royal is still with us, now won't we? XD

I suppose that's fair. Stop by whenever you can though! The tea's always hot!

NecrorexSparda Juubi-No-Kishin – How dare you tie me to my own chair!? Do you have any idea how uncomfortable a tiny office chair is to my Tetramand bulk!? And why have you made my eternal torture worse with Maddie's new weapon!? The looks she's giving me are terrifying! As for sending Ben to RWBY . . . I unfortunately don't have any idea what that is. Plus, I think Ben's got bigger issues right now . . .

Thanks for the hammer! Heeheehee!

I can hear the sleepless nights already.

They won't be so sleepless if I'm sleeping with you . . .

While I admire you persistence, my dear Hatter, we still have questions to answer.

If you say so.

I do say so. Back to the review answers!

Zak Saturday – Thank you!

Well, Zakky, as you already know, the tea shop's open anytime you like! And if you ask for me, you'll get a fdiscoun, too! Every cup of tea for half price! I'm just kiddin' you, you'll get the discount whether you call for me or not. Because who needs madness when you have friends who are just as crazy!?

Someone needs to lay off the tea a little . . .

NEVER!

StrongGuy159 – I fully intend to, mi amigo!

Codecrash – Your idea to have Apple's mom work as a teacher at Ever After High definitely works, especially in the Ben factor now that I have a little trick up my sleeve provided to me by another reader (MUA-AHAHAHAHAHAHAHAHA!). As for Skelita eats . . . I quite literally have no idea; I just wrote that so I wouldn't have to explain it later on, but it seems to have had the opposite effect, now hasn't it? And you are quite literally the first of two readers to suggest Cedar and Skelita being friends because of those very same similarities . . . Robecca could also work, considering they were both technically made by their father's and are little more than robots to some degree in Cedar's case.

mechazard01 – Yeah, Jigsaw might be able to do it, but I'm trying to take every opportunity to make sure all of the aliens from my previous story and the new ones appear at least once and this was perhaps the easiest way to get Brains done.

Can't say I've met this Deadpool. I've heard of him, of course. Creaturemaster constantly rants on and on about him and about how he constantly breaks the fourth wall, driving him mad to no end-

Just like a certain Hatter, I might add.

Aw, you really do care!

I'll care even more if you let me finish these review answers.

Linkonpark100 – While more explosions are not likely to occur (what can I say, compared to Bellwood, Ever After's a pretty dull place), there will definitely be carnage and collateral damage to spare.

warprince2000 – Thanks! I guess there's just more to write about in Ever After than there was at Monster High. Lets see if I can't keep this up!

marshman101 – Yeah, I guess the zombie nightmare threw people for a loop. Lets see if I can't keep my readers on their toes! XD

Upchuck is kinda cute, isn't he? But there's no resisting Ben when he's Pesky Dust! He's so adorable!

Ahem.

Don't worry, Creaty, you're cute, too!

That's not what I was trying to say. And I am still not responding to that nickname of yours.

You can't hide from the truth!

I can sure try!

DracoAngel17 – Ha! You almost got me, you really did! And yeah, sorry to disappoint, but this was necessary since I want to avoid another "Adwaita going Unnoticed" incident again (Blondie never capitalized on the chance to investigate the destruction of the Beanstalk Bakery and never will thanks to my stupidity).

Morantis – Yep! Loose ends are all knotted and tied up for the moment! Spring Unsprung, here we come!

Guest – Going back over your villain OC idea, I think I can make it work. I'll have to rework his back story and background a little in order for him to properly fit into Ever After High, but I think this could definitely work. Regarding Sandbox, I think I'll keep him as kjmarch portrayes him and stay true to the master. And thanks for the helmet! With the nuthouse I'm running, it's bound to come in handy.

Yay! Yay! Yay!

Case in point.

masterart – Thank you! Much appreciated! Regarding the Christmas song suggestions, I think I'll hold off on those until the time approaches. As for which fairy tales can expect to join Ben's harem . . . I ain't sayin'!

And neither am I!

Cartoonfan10 – Brooke will appear when she first debuts (which is actually Spring Unsprung, I think). No, Darkstar has yet to actually appear. As for Apple's father, you'll have to wait and see!

maverickmoxey2000 – You're actually not too far off from what I have planned (lets just say that the Evil Queen is one really twisted woman). And yes, I felt Raven could use a another nice dream (I'm stuck in a place where I want to both antagonize and hold her all at the same time. What is wrong with me!?).

Actually, no, I didn't rate them at all. But I'd be glad to give it a shot near the end of the chapter (excluding all the ones I added in over the series. Only canon aliens!).

Glad I made at least one of the parents likable. I'll admit, I was trying to make King Leonard I a little more appealing than he turned out, but I guess that's something work on later on in the story; at least I portrayed Snow White IV well enough XD As for Milton, I guess this is both a combination of my interpretation of him and what they have him act like in the series; after all, it's kinda hard to picture how he would behave when a certain, alien shape-shifter gets dropped into his world. And while I don't like Milton as much as the next guy, I don't really think he's doing it for his own personal gain: for all we know, denying your destiny actually can make your story go POOF! It just may take a while (though I highly doubt any of this is true). Really, Milton's just acting out of fear of the unknown. And I'm sorry to say that Joker will not be the one getting vengeance on Milton (I have a much more appropriate yet similar way of doing this).

Truth be told, I based Wonderland's history off of Sigmu's True Love Loophole (I highly recommend reading if you have not) and whether the original Wonderland actually was somewhat war-like I have no idea. And who said Apple was leaving ? ;) And concerning Ben getting 'comments' from Apple's mom, there'll be more of those to come . . . heh heh heh heh.

To be honest, I don't think there are other aliens that have Bullfrag's issue, both OC and canon. I mean, there might be differences in the Omnitrix's aliens and the actual aliens, but I don't think it's anything as extreme as Bullfrag's case.

My personal 10 (to start out. I really like all of them) would be: Feedback, XLR8, Humungousaur, Big Chill, Echo Echo, Heatblast, Gravattack, Ghostfreak, Diamondhead, and Wildmutt; my addiontal three (since Ben seemed to have actually 13 aliens within constant use in the original series; the Halloween Trio, Eye Guy, and Way Big never really got used more than once) would be Grey Matter, Ripjaws, and Ball Weevil.

And dude, if you evr need help with either Cheshire, let me know. I have friends in low places (literally).

Stretchy-Rat – Glad I was able to touch your otherwise frozen heart XD And yeah, while the horned lizard's defense is horrendously disgusting, it's actually pretty interesting, which is why I included in this story; beats watching an octopus attack the gladiator's face, now doesn't it? Now for your answers in the order you asked for them: Lizzie, Kitty, and Ginger will all eventually join the harem, but it will require more time and work; the chapter with Ben turning into a girl (sorta) may not be some time, but it will happen, guaranteed; I've briefly given thought to giving Ben an Anodite form, but the main problem with that is that Anodite's don't have DNA (though they do have something similar to genetic material), thus meaning that the Omnitrix can't sample an Anodite's genetic makeup and create a transformation for Ben to use. So, a Ben-odite transformation will unfortunately never come to fruition.

Redrangerlegacy – Thank you. You can thank Codecrash for giving me that little idea XD

Darkness Rissing – Sooner or later, Cerise is going to realize what's going on, and this is where Venus and Jane come to put their skills to use! And you're actually the second person to propose the CedarxSkelita friendship. And yeah, Raven's got get real cozy with Ben and his ghouls . . .

Gosick5233 – I can not safely say what would happen if the Dark Knight were to enter Ever After, but I can assure that if the Joker somehow tags along, it won't be any laughing matter.

Kaiju Fan – I love this guy! He's kinda like an evil version of Maddie and Zombozo all rolled up into one! The only question I have is why Jester is after Ben. What kind of connection does he feel with him? What kind of special connection does he think he has with Ben? If I can get an answer to this, it will make his debut far more easier.

Royal Rebel – Yeah, a lot of fairy tales thought that was rough. Which is why I compensated that for the special wedding dream I put in. As for your OC, I think he definitely has potential but is there any possible way you could make him different than just another, super powerful Forever Knight?

Sorry, Royal Rebel! I honestly would have but there's only so much one can do when they're stuck down here in the Underworld! Directly talking with those of the living isn't allowed. Scoodle bits!

Dragonsaurus Rex – First off, let me point out that there is very compelling and actual proof that some dinosaurs (not all) had feathers or fur-like growths covering their bodies; Velociraptor, Archaeopteryz, and Microraptor have been proven to have feathers throughout their life, Tyrannsaurus Rex had feathers at least when it was younger, and all species of pterosaur had some sort of fuzz covering their bodies that isn't actually fur, hair, or feathers. For further explanation, I highly recommend checking out Trey the Explainer's Youtube channel for other paleontology facts and finds. And also, in the part where Jane was shifting between multiple forms (dinosaurs included) I included a specific body part from the the animal she had been and the animal she was turning into. Just be glad I'm firm in keeping Spinosaurus on two legs instead of four.

Lord Dominator – Muchos gracias!

Dragonsaurs – No, I don't think I will. I'm at the point where going back like that would just be redundant.

Fanfic Fan – Trust me when I say you probably shouldn't wish you been there. By head still hurts. As for if the Evil Queen will try to seduce and get her grubby mits on Ben, I have no idea.

Pinkie Pie – What is with all these characters breaking the fourth wall? And what the Sphinx are you- GAH!

Yeah! My cannon's here!

Yeah, nearly crushing me in the process! Thank goodness Guest gave me this Taydenite enfused helmet to protect me with! Ha, HAH! Take that karma!

Unknown – Yeah, the deletion of that story was a mistake. Glad I got it fixed though!

Titanzilla – Grab your popcorn, people!

The Question – Considering she's my roommate, I wouldn't say I'd be surprised.

Ernest P Worrell – Basically, every time Cedar's tried to even talk to Ben he's otherwise occupied or hurries away to take of an upcoming crisis, leaving Cedar trying to even catch up with him. As for your second question, our favorite wooden puppet had no idea what Apple was doing; she's considered the nicest person in school and all but incapable of being remotely evil. If she's 'insulting' you, it's something similar to a pep talk.

Soos – We'll try and give Ben an opening to help you, but from what I've gathered you stand a chance of defeating ol' Bill. And remember, if you must die, do it while hugging!

Bill Cipher – How dare you, you insufferable son of a demon!?

You watch your mouth! Or whatever it is you have! I'll have you know nothing can beat my Ben!NOTHING!

Well, at least I have a chance of living my undead life out until the eventual madness.

Oh, yeah? Well riddle me this, Silly Billy Nilly! Why did the interdimensional demon turn around and get his triangular butt kicked!?

Maddie, calm down! He's not worth it. At least not yet. And besides, I have the power of the keyboard on my side! Anything he tries to do to me, you, anyone, even Hades, I can undo! HAH! Take that you triangular, one-eyed freak!

luciayshadow – Did I really forget to answer one of my favorite reader's questions? Aloow me to rectify that by answering both reviews!

Yes, I had a spooktacular Halloween in the Underworld (Hades sure knows how to party). And believe or not, Maddie actually kinda look cute as a vampire.

Aw, you think so?

Be gone, you! Regarding a Polymorph transformation for Skelita, it will most likely come in a shade of orange or marigold since Polymorph's come in a wide variety of colors and Skelita's main colors are black and marigold in contrast to Ben's black and green. I'm a little ify on the name as it's not as . . . I guess flashy as Furryosa, Tortuga, or Explosiva. And yes, I did base Furryosa on Bombarda from TheWalrusClown (believe it or, he's one of my followers and we're currently collaborating on a new Nemetrix predator for his Ben 10 reboot project).

While I can not say whether Snow White knows that many swear words, Riddlish or otherwise, I can guarantee that King Leonard was more than displeased. As for why Lizzie's costume didn't scare the living daylights out of Ben, it's kinda obvious it's a costume and not something dangeorus (although with Lizzie, you never know). And no, that was not MaddiexRaven. This is Maddie we're talking about; dancing with her best friend forever after is not something out of the question ofr her (and apparently neither is hitting me over the head with a mallet).

I like what I see for the Latin America adventure (you're just trying to get me to feature more of your home, now aren;t you? XD) and the Rook suggestion (he will join at one point). Glad you enjoyed my version of Snow White; I always thought it would be hilarious if Apple, the leader of the Royals that was continuously trying to get everyone to sign the book for fear of disappearing, had this adventerous, ass-kicking mom who back in her school days was just like Raven, her 'enemy'. You can also thank Codecrash for the ending idea.

And while I do like you're idea, I already have a succubus/incubus villain (she actually debuts this chapter). If you'd like to resubmit with something different (I'd like variety if possible. Plus, I'm trying to keep this rated T and Ben getting that close to Headmaster Grimm possessed or otherwise is already sending shivers down my spine. And trust me, if I put that in the story, Maddie and pretty much everyone would throw the book at my head, no matter how much they hate Grimm), please do. I love to hear ideas and thoughts and suggestions. Concerning your Celice idea, that might not work either just because she's the Vreedle equivalent teenager and has absolutely no idea how to read, regardless of whether female Vreedle's are smarter than males or not. She'd most likely at least try to become a Plumber, graduate, and become something simialr to a game warden just because she's that bad but not terribly so that she wouldn't be a good asset. Watch out Rook! Vreedle's comin' home!

That cover everything?

Yep! That should do it!

Good. Now can you please put those cymbals away?

Maybe. Give me a good reason.

Because it might damage my perfectly handsome face?

While you face is flattering, I need a better reason! I haven't practiced in a long time!

Uh, tea party?

Tempting. Maybe sweeten the deal a little more? My cymbal fingers are getting itchy . . .

Alright, alright! You can have the top bunk!

We don't have a bunk bed, silly!

Wait, so that means . . .

Make sure you don't hog all the covers with your handsome, Tetramand body, Crreaty!

What have I gotten myself into? And I am still not responding to that nickname!

Resistance is futile!

So is saying resistance is futile. Anyways, as always, comment, review, suggest, and request down below! Also, I do not own Ben 10, Ever After High, or Monster High! And thank you maverickmoxey2000 for submitting your villain! Prepare to watch her ass get kicked around like a soccer ball!

Onward!

One of these days I am going to lock you in my closet just so I can do an intro without interruption.

Over my dead body!

Don't tempt me.

---

M.N: Spring time at Ever After High . . .

F.N: Normally, it would have been winter, but due to a rather large back splash from the Well of Wonder, time was reversed-

M.N: Or fast forwarded.

F.N: Right, reversed or fast forwarded to Spring time, a time when the flowers have bloomed and fill the air with their sweet fragrances among the beautiful bird song. And all this caused by a well.

B.P: Is that the same well Briar threw the Storybook of Legends into? Are we going to Wonderland!?

F.N: Brooke, what have we told you about spoilers?

B.P: That's not a spoiler, that was a recap!

M.N: She's right. When Briar found the true Storybook of Legends, she threw it down the Well of Wonder so she wouldn't have to sign it.

F.N: So she could write her own destiny and not follow in her fairy tale parent's footsteps.

M.N: Little did she know that the book would end up in-

B.P: WONDERLAND!

M.N: Yes, Wonderland.

B.P: Oh, my Fairy Godmother! I can't believe we're actually here!

F.N: And the palace of the Queen of Hearts, separated from Ever After by an evil curse.

B.P: Ooh, I can't for Ben and his girls to get here and-

M.N and F.N: Brooke . . .

B.P: Sorry. I'm just really, really, really excited! I've never narrated a crossover before!

F.N: And you'll have to wait. You're here as an observer, nothing more.

B.P: Does that mean I can't watch Ben?

M.N: What is it with you and Ben these days? I swear, he's all you ever talk about!

B.P: Well, it's just that . . . he's so interesting! He's got such a page ripping background and spell binding powers, too! He's so cool!

F.N: Sounds like someone has a crush . . .

B.P: I do not!

M.N: Shhhh! The Queen of Hearts . . .

---

Alistair Wonderland gritted his teeth and gave one last futile struggle against the playing card guard that effortlessly held his arms firmly pinned behind his back; the white cuffs of his blue, Wonderlandian patterned jacket were digging uncomfortably into his wrists and he wanted so badly to readjust the leather strap of his satchel into a more comfortable position on his shoulder, but the emotionless guard wouldn't budge in letting him.

Glancing to the side with his baby blue eyes, he caught sight of the slightly nervous look on his friend's face, her snow white rabbit ears drooped down over her eyes as if this would prevent her from seeing anything that frightened her. Bunny Blanc, while about a head shorter than Alistair, was more than twice as fast as he was regardless of whether or not she was a small, fluffy rabbit or not. The Son of Alice in Wonderland felt his face heat up slightly as he tried to give her a comforting smile, if for no other reason than to turn those cute, green eyes and small lips from a frown into a grin worthy of the Cheshire cat; the Daughter of the White Rabbit had light pink skin in contrast to Alistair's peach and had shoulder length, white hair with a fringe in comparison to his curly, quail brown locks. Her dress was adorned with numerous clocks and stopwatches, with the addition of a large, bronze stopwatch clipped to her belt, a gift from her father in preparation of the destiny she so strongly wished to follow.

"The baby bird flies," an eerily calm, cool voice interrupted Alistair's thoughts as the collection of playing card guards brought him and Bunny's march to a stop in a grand throne room decorated with numerous hearts, jacks, clubs, and diamonds, in addition to the long and winding staircase up to a grand throne; sitting with an air of regalness was a woman with eerily pale skin and rosy cheeks, a wild red hair done up in a style similar to that of a red heart. Unsurprisingly, in auxiliary to the grand, golden crown on her head, she wore playing card themed royal robes and possessed a heart-shaped birthmark just above her lip. What really made Bunny cringe though, were the cold eyes that seemed to nonchalantly bore into her soul as the woman glared at her and Alistair. "The snakes, it slithers. But the holds both, to die . . . and to wither." the Queen of Hearts seemed to hiss venomously, much like the aforementioned snake.

"What?" Alistair cocked in eyebrow of confusion; despite spending so much time in Wonderland, he was not as fluent in Riddlish as the rest of his Wonderlandian friends.

"This," the Queen of Hearts said as she rose up from her throne before seeming to quite literally pop out of existence and then reappear right in Alistair and Bunny's face with a frightening amount of fury plastered on her pale features. "Is your last warning," she frowned, narrowing her eyes at the two. "Next time my guards catch you exploring, it's OFF WITH YOUR HEADS!" the Queen of Hearts roared more loudly than should be able, the chilling threat echoing off the throne room walls for what seemed hours on end.

A tiny, creaking noise drew the Queen of Heart's attention away from her current captives and she turned to see one of her many loyal playing card guards wheeling a tea table stocked with teacups, teapots, boiling tea, cakes, and biscuits before giving a quick salute. "Ooh! Afternoon tea!" she squealed like a child, picking up a three spouted teapot and pouring herself a cup. "Would that be one lump or two?"

"Depends," Alistair piped up. "Are you going to hit us with a hammer?"

The Queen of Hearts actually seemed amused by this. "Oh, you silly boy! That's Charlie's game, not mine! You by now that it's always-"

"'Of with your head'," Alistair sighed with relief. "Well, if it isn't broken, don't fix it." he shrugged.

"Alistair, what are you doing?" Bunny hissed out of the corner of her mouth.

"Getting us out of here." he mumbled back. "Hopefully."

"My, aren't you charming," the Queen of Hearts smiled with a wicked tone. "Guards! Send them on their way! I wish to have my tea in private."

With a single motion, every playing card guard in the room gave a salute and proceeded to march towards the doors of the throne room, dividing themselves up so a vast majority of them lined the walls, ready to protect the queen at a moments notice, while the rest continued to show Alistair and Bunny towards the door, their two captors removing their bonds as they did so before quite rudely shoving them out of the palace doors and slamming them shut after two guards had stationed themselves outside.

"Well that was rude." Alistair huffed as he picked himself up and dusted his jacket off before helping Bunny to her feet.

"It's the Queen of Hearts," Bunny sighed. "She's always been a little . . . mad."

"I suppose so." Alistair sighed as he and Bunny left the Queen of Heart's palace for the wild, colorful lands of Wonderland; the sky was tinted a bright, friendly yellow and the grass was a checkerboard of pinks, purples, reds, and oranges. Tall acacia trees with bright red and yellow leaves stretched out into the air on the flat plains amongst gigantic flowers and tulips while a flock of dodo birds flew overhead and a heard of playing card pattern hippos made their merry way down towards a watering hole to cool off in the Wonderland heat. Butterflies with massive, disproportional heads giggled mischievously from the bright pink waterways and ponds as Alistar and Bunny stopped to rest at a riverbank and pass the time; while Bunny sat herself down on the grass however, Alistair made his way to the water's edge and picked up a stone, his mind a hurricane of thoughts and inklings as he hefted the stone across the water and watched skip three times before sinking to the bottom.

"The curse on Wonderland has made the Queen of Hearts afraid." he declared after a few moments of silence and another tossed stone.

"I know, Alistair," Bunny sighed, her ears drooping slightly.

"Afraid that if anything happens to upset the balance that green encircling chaos will close in and destroy Wonderland." he continued with worry, gesturing up towards a massive, angry, green hurricane of fury and darkness overhead, thunderous roars and lightning arching through the storm above. "One day, I'll help solve the riddle and lift the curse!"

"But Alistair, you've tried that,"Bunny sighed. "And even if we knew how to lift the curse, who could possibly be powerful enough to do it? You'd have to be a hundred foot tall giant just to reach it!"

"I'll think of something. Someday." Alistair huffed, bending over to pick up another rock to throw when something caught his eye. While it wasn't uncommon to find strange and unusual stuff in the waters of Wonderland (it was Wonderland after all), this thing seemed to be out of place. Compared to the surrounding rocks that lined the bottom of the stream, this was too angular and clear cut to be natural, even when one took into account the playing card groves that dotted Wonderland's maddening landscape.

"Whoa. What is that?" he whispered, curious.

Bunny got up from the grass to look over Alistair's shoulder as he reached through the cool waters towards the gleaming object to pull it out and reveal itself to be a book. "I don't believe it . . ." she whispered in a hushed tone of amazement.

"It's the Storybook of Legends!" Alistair gaped at the olden book in his hand, his thumb rubbing against the cool, golden lock and ancient, leather cover; despite resting in the river for who knew how long, the book was surprisingly dry and the pages were crisp and clear as if they had just been printed but a few hours ago. "Hey, if the book is in our world then that means . . ." he realized something. "There's a portal that isn't sealed anymore!"

Now with new hope, Bunny felt herself become engulfed in a puff of purple smoke as she was changed into a small, white rabbit with fluffy fur and a small, black top hat between her ears. The two of them eagerly rushed off into the wilds of Wonderland, following the rainbow colored stream back to its source through club-shaped leafed thickets and towering acacia trees, across sprawling checkerboard plains dotted with the herds of exotic animals that roamed the world, picking their way through gigantic mushroom groves with talking flowers and giggle plants that laughed with delight whenever someone brushed against or stepped on them, much to the talking flower's annoyance. They only paused in their journey to allow a small band of walking fish with musical instruments in their fins to pass by them before continuing onward for what seemed miles on end until they finally found it.

"Now this is a riddle, and it's begging to be solved." Alistair grinned when he caught sight of the Well of Wonder, an ancient stone well older than Wonderland itself that allowed an infinite amount of rainbow stained water and creativity to flow forth from its bountiful depths.

"You say that about everything." Bunny laughed as she was swallowed in a cloud of purple smoke and returned to her human form to jump up onto the well alongside Alistair. With one last look of comfort from each other, they took the others hand and plunged feet first into the well, grabbing last mouthful of breath as they were swept downwards by the swift current; mentally screaming with fright and delight, the two of them were pulled through numerous if not infinite amounts of tunnels that winded and twisted and turned in every direction possible, going up, down, left, right, loopty-loops, barrel rolls, and even an advertisement that read 'Eat at Joe's' for anyone who was lucky enough to glance at it and know what the hex it meant.

Before long, the two of them were spat out of the tunnel and into a shallow pool in some sort of underground cavern of some kind that dozens of rainbow colored tubes and tunnels snaked through.

"Watch out." Alistair warned Bunny, gesturing with his eyes towards a figure that was sprawled out along a stone brick cliff, sleeping; upon closer inspection, the figure turned out to be a woman with pale skin, feline-like ears poking out from under her lavender and indigo locks, cat-like claws tipping her delicate fingers, a long, feline tail, and wearing a black furred top with leggings.

"Oh," Bunny gulped nervously as she realized just big the cavern was and just how lucky they were to have stopped in the shallow pool just before it emptied into a deep basin far, far, far, far, far, far below them; the two of them missed a quiet mewing noise as the figure on the stone cliff above them stirred slightly. "I've never been under Wonderland before."

"C'mon. Lets get moving." Alistair rasped in a hushed tone so as not to awaken the cat-like figure above them, taking Bunny's hand and helping her to her feet; the Daughter of the White Bunny blushed slightly but managed to cover it up as the two of the waded out of the shallow pool and out onto a narrow, stone ledge that traversed about the expansive cavern. The two of them walked in awkward silence, not wanting to disturb the ruler of this domain and whatever else may be lurking about the darkness of the tunnels and caves that wormed their way through the solid, stone rock amongst the multiple waterfalls and streams that tumbled and turned their way towards the main basin.

"Stories you seek that are not your own," a chilling, female voice greeted them with a hidden, warning tone that made Bunny try and hide herself behind Alistair. "Lest be found down here all alone." the voice seemed to smile as the same, familiar figure they had glanced at before materialized before them on a stone spire with a bright smile and flash of sparkling light.

"Oh! Hey, Kitty's Mom! 'Sup?" Bunny smiled nervously; the Cheshire Cat was notorious for being crafty and cunning, not to mention confusing and clever. Alice herself had warned both of them about talking to her for fear of losing their minds into insanity at her tricks and twisted words.

"The real riddle is not what's up," the Cheshire Cat scolded them lightly with a cheeky smile upon her lips as she flickered her tail back and forth. "It's what you're doing down here." she smirked, disappearing in another sparkling light to reappear right behind and between a startled Alistair and Bunny.

"W-We found the missing Storybook of Legends and are trying to return it to Ever After." Alistair gulped at the woman's cold, clammy touch and the way her pointed claws drummed patiently on his shoulder; a quick glance at Bunny told him that she was faring no better against the crafty cat.

"Curiouser and curiouser . . ." the Cheshire Cat purred. "To get to Ever After, follow the Flow of Wonder." she replied simply. "Two lefts, three rights, four legs, five rights, a peg legged ostrich, and so on, until you are there! Good luck!" she smirked mischievously before disappearing in a third flash of light and leaving Alistair and Bunny all alone in the caverns again.

"Wait, what?" Bunny and Alistair gawked in confusion.

Alistair sighed as they began to move along. "Look, we gotta get this book back to our friends in Ever After."

"Let's just hope they have some answers." Bunny agreed as they came to pause at a stone staircase.

"They will." Alistair reassured her; unbeknownst to him however, the Cheshire Cat crept out from behind the mouth of a nearby cave and quietly, skillfully reached for the zipper of Alistair backpack where he kept the oh, so precious Storybook of Legends tucked away. To the Cheshire Cat however, who had earlier been discussing her daughter's unacceptable and downright pathetic attempts to become the Cheshire she was always meant to be, grinned maliciously at the thought of all the chaos that would ensue in Ever After as she slowly grabbed the Storybook of Legends and slipped it out of the satchel. With the book tucked under her arm, she then replaced with a another, nearly identical book, a book of Wonderland Riddles, almost giggling at all the hysteria that would ensue once her unwitting pawns made their way to Ever After.

"How do you think we get out of here?" Alistair wondered.

"Hopefully it doesn't involve that peg legged ostrich," Bunny shrugged.

"Are you two still lost?" the Cheshire Cat reappeared in front of them with an innocent and playful tone, nearly startling the madness right out of the two of them; now that Alistair could get a good luck at her, he could almost guarantee that she was messing with them, toying with them much like a cat would with a caught mouse. Or in this case, a befuddled rabbit and Wonderland. Normally, Alistair would have been able to use his quick wit and cunning intellect to outsmart any foe that came across his path, including the Queen of Hearts herself, but he knew that all of that could be completely useless against the crafty and confusing Cheshire Cat, the one Wonderlandian his mother had warned him to spend as little time as possible with if he ever wanted to keep his sanity. The Cheshire Cat was so maddening in fact, that in his younger years he would often have to comfort or take care of his single mother when she was taken over by bouts of madness, memories of the foxy feline filling her head and driving her to near insanity to the point where she would be bedridden for days. Alistair himself did not hold any of this against his friend, Kitty Cheshire, but he always made sure to wary around her mother.

"We followed your directions, but it led us back here." Alistair frowned with annoyance; really, he was lying. He suspected that the Cheshire Cat was playing them somehow.

The Cheshire Cat tapped her chin with false worry. "Oh, dear. Then let me give you a little . . . help." she purred, taking a few steps backwards and pressing a hidden button worked into the inner mechanisms of the spacious cavern she called home; she watched with delight as the stairs Alistair and Bunny were standing on instantly fell flat and turned into a smooth ramp, sending the two of them spiraling downwards with yelps of fright onto a landing as smooth as ice.

Alistair fumbled and attempted to move his feet, watching with fear as Bunny slid right off the edge and over the railing of the landing, screaming as she fell before Alistair lunged forward and managed to grab her hand, grunting at the surprise addition of Bunny's body weight. Unfortunately, his grip wasn't firm enough and Bunny's fingers slipped out of his, sending her plummeting through the cavern and down towards the basin far, far, far, far, far, far, even farther than before, far, far, far below. The Son of Alice in Wonderland didn't know what made him do it, but the instant he watched Bunny fall from his grasp with her eyes full of fright as she plummeted towards what very well could possibly be her death, Alistair jumped over the side of the railing and plunged after her

"Bunny!" he cried as he fell, wishing he could have been made of rock at this point if for no other reason that to reach Bunny in time as he wrapped his arms securely around her and hugged the frightened Daughter of the White Rabbit close to him. Bunny cracked open her eyes and instinctively grabbed one last breath before she and Alistair plunged into the rainbow waters before, being pulled in by the current and swirled around and around as if they were in a gigantic toilet of sorts before they were pulled under again.

Bunny wasn't quite sure what happened next, she was too busy holding her breath as she and Alistair were swept along with hundreds if not thousands of interlocking, intertwining, swerving tunnels that made her stomach tie itself in knots and threaten to throw everything she had previously eaten (some sweet carrot cake with a nice salad drizzled in carrot juice, her favorite) before she and Alistair were suddenly thrown upwards, as if in a geyser; during all of this, Bunny could have sworn she saw a very frightened girl being shot through several of the tunnels next to her and Alistair, but she was sure her chaotic mind was just playing tricks on her. With a thunderous roar, the two of them shot out high into the air, giving them a grand, wide view of none other than the world of Ever After; that is, until gravity decided to rear its ugly head and pull them back down again.

"Bunny!" Alistair cried a second time as she slipped out of his grasp a second time and plummeted towards the not so soft ground below. Thankfully, the Son of Alice in Wonderland had managed to land in a tree with several cuts and scraps from the branches, leaving her to fall just out of reach of the tree's comforting branches. With nothing else to lose, Bunny felt herself become encompassed in a flash of purple smoke and opened her eyes to find herself a white rabbit once more that lucky landed in the safety of Alistair's arms just before she could elude his grasp.

"Hah! We did it!" he cheered excitedly.

---

F.N: Now isn't it time we check in on the school?

M.N: Oh, yes! Quite right! That day, Ever After High was holding a festival worthy of Wonderland.

F.N: Unfortunately, it most likely wouldn't stay that way if someone managed to get into trouble again.

B.P: Hey, Ben can't help it that he's a trouble magnet! You would be too if your the powerful weapon in the universe on your wrist!

M.N: She . . . does have a point dear. You could at least attempt to show Ben in a better light, if for no other reason than to teach Brooke how to properly narrate a story.

F.N: Ugh. Fine.

B.P: Yay! I can't wait to get to the part where Ben fights the-

M.N and F.N: Brooke! No spoilers!

B.P: Sorry.

F.N: Why can't you be more like your brother?

B.P: Mom!

M.N: Ahem! Since we're on the topic of Ben anyway, I don't suppose it would hurt to check in on him. Deep in the Enchanted Forest . . .

---

Despite the majority of his experience on festivals and fairs mostly dealing with explosions, chaos, and a certain huntsman and his Nemetrix wielding mutt, Ben could say with no uncertainty that something was bound to go wrong at the Spring fair his fairy tale friends had spent so much time setting up. Over the past couple of weeks, as time seemed to reverse and allow the warm colors of Autumn flow back into the cool, recently budding leaves and flowers of Spring, somehow bypassing and skipping Summer altogether, his girlfriends had been preparing for the festival, during their free time with the entire school abuzz with excitement leaving both Ben and his ghoulfriends completely baffled as to what was going on.

After a brief explanation from Lizzie Hearts however, as the Princess of Hearts feverishly tried to unsuccessfully come up with the latest in Spring fashion before finally giving up and storming off to find something called the 'Well of Wonder', the ghouls and Ben now understood that it was something of a celebratory Spring break to commemorate the coming and going of the seasons, even when they were as mixed up as gumballs in a gumball machine; Ben also guessed it would serve as a fundraiser of sorts to also try and cover some of the costs it would take to repair Ever After High, if the way Headmaster Grimm was mumbling obscenities and glancing back and forth between his calculator and slowly assembling fair grounds was anything to go by.

Which was why Ben was currently walking through the Enchanted Forest and heading off towards Miss Muffet's frozen yogurt bar. He had originally been walking with Lizzie simply because they had been taking similar trails, but awkward conversation and an eventual splitting of paths quickly ended this and left the wielder of the Omnitrix and Skurd all alone together in the forest.

Unbeknownst to Omnitrix wielder or Slimebiote, a figure was watching them from the shadows that the trees provided, an alluring smile crossing her lips as she watched Ben walk along without a care in the world. She had traveled long and far to find this boy, this hero of legend whose story had spread like wildfire across the world of Ever After until it finally met her ears. Most people regarded such tales as pure fantasy, despite the irony that often produced, but she had learned to never take such matters lightly in her quest for power. And if the rumors were true, then she had just hit the mother load.

Beforehand, she had gently and quietly poked and probed the minds of the feeble fairy tale spawn that her target had surrounded himself by, learning what little information she needed about him to defeat himl she herself was quite powerful and had no doubt that anything the strange boy had to throw at him she could easily defend herself from or better yet even throw right back at him. With a sinister smirk, she felt her body shift slightly and transform her figure before she hiked up her now short skirt and rushed ahead of Ben with the preferred scenario already forming in her head.

"For the last time, Skurd, they don't have DNA flavored frozen yogurt." Ben frowned. "I mean, who makes that kind of stuff anyways? And how would you make it in the first place?"

"You humans know nothing of the deliciousness that is DNA." Skurd shook his head with scorn.

"We invented Mr. Smoothy's, didn't we?"

"Ah, touche." Skurd shuddered with anticipation of sipping from the glorious flavors the goofy grinning cups of semi-frozen ice provided him. Before either of them could say anything worthwhile or not, a slight movement caught their attention and Ben felt his jaw drop when he saw who it was walking into view.

"Hey, Ben." Snow White IV purred as she leaned herself against the trunk of a tree. If the sudden appearance of Apple's mother didn't surprise Ben, then the way she was dressed certainly did; instead of the royal robes, dress, and crown he had last seen her in, she was dressed in nothing more than what could only be described as a school girl's outfit consisting of a short, red, plaid skirt, a pair of black dress shoes, a white dress shirt that was opened a little too much around her cleavage and exposing a bright red bra that didn't cup her breasts all too well, as if they were just waiting to spill out into the open air.

"Uh, h-hey there, y-your majesty." Ben gulped with a red face as he bowed slightly. "Um, not to be rude or anything, b-but . . . what are you doing here?"

"I was bored," Snow White pouted in an innocent tone as she ever so slowly peeled herself off of the tree trunk while arching her back to make sure she showed off as much of her curves, ass, and breasts as possible before sauntering on over to Ben with a swing in her hips. "So I thought I'd come visit my favorite, little shape-shifter."

"Uh, okay?" Ben quirked an eyebrow, stealing a glance from Skurd and mentally wondering why this woman, this queen didn't have any personal guards or security of some kind around her; then again, she very well could just feel safe around him, though he doubted anyone would willingly chose him as a security option unless they had to. Trouble had a way of finding Ben one way or another.

"So what is my daughter's handsome boyfriend up to?" Snow White asked, standing a little too close to Ben for his comfort, especially when she seductively slithered her arms around his neck and back and pressed herself lightly against his body.

"Um, just getting frozen yogurt." Ben replied.

"Why walk when you can just use that fancy little gizmo on your wrist?" Snow White wondered playfully.

"You mean the Omnitrix?" Ben corrected her as they began to walk again, the queen hanging off of his shoulder with an eerily sweet smile on her lips.

"Yes, do tell me about it! I'm sure you love to use it." Snow White cooed.

Ben blinked and wondered if random bouts of mild insanity were a hereditary trait amongst the White family, remembering the little incident involving a scantily clad Apple and Cupid's bow. "Well, yeah, getting to turn into all sorts of super powered aliens is awesome and everything, but sometimes you just wanna stay human, ya know?" he shrugged. "Not to mention the fact that pretty much every lunatic in the universe is trying to kill me for it or take it from me."

"You must fight a lot." Snow White commented.

"That's an understatement." Skurd mumbled. "Lucky for the lad, the silly thing doesn't come off!"

"Correction: it doesn't come off unless I say it comes off." Ben corrected the Slimebiote. "Other than that, nothing will get it off of me, not even the destruction of the universe."

"So . . . unless someone were to, say, kill you, they wouldn't be able to get it?" Snow White wondered, confused.

"No, that's pretty much the only other way to get the Omnitrix off of me." Ben replied, slightly suspicious; no one ever asked this much about the Omnitrix unless they were absolutely clueless or were trying to get something from him, usually the device in question. "Why're you so interested in the Omnitrix anyway?"

"Oh, no reason." Snow White purred, halting Ben and pushing him up against a tree and stopping him against a tree, her beautiful face but a breath away from Ben's as she held him close to her, pressing his face into her cleavage. "I don't suppose you'd like to give an old queen a good time?"

Ben muffled something incoherently into Snow White's cleavage before he managed to push the seductive queen off of him and regain some breath in his lungs. "Okay, what's going on? Who are you and what do you want from me?" he narrowed his eyes at Apple's mother. "Because, as far as I know, Apple's mom is a highly respectable queen and not some kind of slut. So you got exactly ten seconds to start talking before I go Humungousaur on your butt!"

Snow White sighed with defeat and grumbled with annoyance. "Youth today. No respect for their elders, no matter how attractive." she muttered under her breath as her image began to contort and shift before Ben's very eyes, much like Jane often did when morphing into multiple species of animals; however, unlike his ghoulfriend, the change was slow and hideously grotesque to watch or look at. Snow White's height increased slightly, making her a good foot taller than Ben's six foot frame as muscles rippled underneath of her snow white skin as it darkened dramatically into a deep caramel with strong, lean muscles making up her arms and legs, her stomach hardening until it was something similar to a wall of solid iron. Her short, black hair lengthened and pulled itself back into a braided ponytail that reached all the way down to her waist as her bright, blue eyes flashed an intense yellow in color and became comparable to that of a hungry serpent. Her sizable chest increased dramatically into a pair of DD cups that practically dwarfed Ben's head as her ass swelled slightly and a long spaded tail sprouted from the base of her spine; Ben half expected a pair of sharp horns to grow from underneath of her red highlighted hair as a pair of gigantic, bat-like wings messily slipped out of her back with a wet slapping noise that made him cringe as the transformation ended.

"Looks like someone had one too many protein shakes." Ben muttered as he tilted his head back to look at the Amazonian-like woman with hostility. "Just what kind of freak show are you?"

"You're one to talk, Tennyson." the demon-like woman hissed venomously, a snake-like tongue slipping out past her lips to emphasize the word as she curled her fingers in a cool and cruel manner to examine her fine, spike-like nails. "The name is Vanity by the way."

"Can't imagine why." Ben narrowed his eyes. "What's a soul sucking demon like you want with a kid like me?"

Vanity allowed a cruel, sinister smirk to cross her lips before answering. "Power. Compared to all of the other pathetic, wand-waving, spell-casting nimrods in this realm, you're the most powerful, especially considering your skills in magic are downright laughable."

"Well excuse me for not going to college early." Ben frowned.

"Ah, yes, your alien cousin," Vanity purred with amusement. "Not to mention your witch friend back home. Once that device of yours is mine-"

"And who says we're just going to give it you, hmm!?" Skurd snarled angrily, slithering his tentacles protectively over the Omnitrix. "Nobody gets between me and my deoxyribonucleic acid!"

"Um, what he said." Ben added as he tapped the Omnitrix and slammed a hand down on the activation button before Vanity could say something or even lift a finger, swallowing himself in a flash of green light that scrambled and warped his genetic code. His skin turned a dark green, patches of it turning a brighter color as it became soft and stretchable, almost like that of rubber. The feeling of his bones vanished altogether to instead be replaced by some sort of easily malleable, woody structure that acted similar to a skeleton; his legs began to twitch violently until they each split in two, becoming long tendrils that would allow him to skitter and stalk across the ground like a spider. Two fleshy mounds appeared on either side of Ben's head, pulsing and swelling with sticky juice until they became Venus Flytrap-like flaps with pointed teeth at the ends. His arms became long and rubbery, long fingers forming on each end with fleshy thorns appearing on his elbows, knees, shoulders, and chest. His head retained a similar shape as his eyes molded together into a single, green orb and a row of spikes formed on his skull; a green belt with the Omnitrix and Skurd appeared around his thin waist, completing the transformation.

"Oh, yeah! Goin' green never felt so good!" Wildvine grinned cockily as the tables turned in his favor height wise, his stretchy, vine-like legs allowing him to tower over Vanity with ease. The succubus hissed venomously and drew back her fist, slugging the Florauna in the gut and sending him flying back into a nearby tree where he lay momentarily stunned, a diversion Vanity took advantage of; she thrust her arm downward and watched maliciously as glittering, cyan colored diamonds arched their way across her fingers and nails and turned them into wicked claws that could easily slice through even the thickest of objects.

"Yah!" she yelled, swiping her claws at Wildvine; the Florauna whipped out one of his rubber-like arms like a grappling hook and pulled himself out of the way and into the branches overhead just as Vanity slashed at him, instead swiping halfway through the thick trunk of the tree. Growling with annoyance, the succubus sliced through the other half and rolled out of the way as the tree came crashing down with Wildvine managing to jump to safety at the last second.

"You'll have to do better than that!" the Florauna teased. "I've been fighting creeps like you since I was ten! You ain't got nothin' on me!"

"Famous last words." Vanity snarled as she picked herself up off of the ground and and stomped a foot down into the earth, a sick smile crossing her lips as the ground trembled and quaked slightly; Wildvine watched with interest and slight horror as rotting hands and arms punched out of the dirt and planted themselves down in the grass to haul up the rotting remains of skeletons dressed in decomposing armor and wielding weapons similar to those of the ancient barbarians that once ruled the lands of Ever After before the far more powerful magic users brought their reign to an end and eventual extinction. While a magic user herself, Vanity preferred what little pockets of barbarians remained in the isolated corners of Ever After to those of other, much more vain sorcerers, witches, wizards, warlocks, and mages not only because they easy to manipulate and bend to her will, but they were probably the best in bed (she had yet to test this theory with both a barbarian and another species to find out if this was true or not).

"Undead warriors, huh? Okay, that's actually kinda cool." Wildvine admitted as he skittered down the trunk of the tree and to the ground, grinning wickedly as the nearly two dozen warriors snarled and hissed before beating their swords against their shields and charging at him as fast as their leg bones would carry him. The Florauna didn't miss a beat and reached behind his back to pull off a couple of seed pods in his fingers and chuck them at the ground, creating a yellowed smokescreen of sorts that left the undead barbarians blind to where their opponent was.

Vanity watched with annoyance as the lead warrior scratched its skull with a confused finger before four, thin, green tendrils whipped out through the cloud of yellow dust and wrapped themselves around his rib cage and spine, pulling him into the smokescreen with a dying screech as the sound of breaking bones being beaten against the ground filled the air with loud snaps and crunches. The ground began to rumble and shake as fleshy, thorn cover vines erupted from the earth and slithered and ensnared several more members of the rotting army, squeezing and constructing them until their already weakened bones broke from underneath the intense pressure put on them.

One skeleton that was somewhat smarter than the rest gave a war cry and lashed out with its sword, slicing through one of the plant traps that kept one of his brothers captive, releasing the skeleton just before its bony body could be ground to pieces; a few more members of the army got the same idea and cut the rest of their comrades free regardless of whether they were dead or not.

"Hey, not cool, man!" Wildvine's voice came somewhere as the fog dissipated. "Have some respect for nature!"

"You're trying my patience, Tennyson." Vanity growled, closing her eyes for a second and reaching out with her mind; reading ones mind and perusing through their thoughts and memories as if they were books on a shelf was one of the simpler forms of telepathic magics to perform, but what she was after was far more complex and more fastidious. She had to admit that Tennyson had skill, dodging a swipe of her diamond claws that would have normally reduced someone else, no matter how battle hardened they were, to a bloody mess of guts and gore; if he proved to be too difficult for her endless droves of minions to deal with, she could always resort to trying to mentally convince him to hand over the powerful device fixed to his wrist.

"Dudette, you need to chillax." Wildvine's voice came from right behind her. Vanity whirled around just in time to receive an explosive seed to the face, sending her reeling into the remains of her army and destroying them in her attempts to wipe the slimy remains out of her face and eyes. The Florauna grinned as his skin returned to its darkened green shade and he pulled himself out from the sturdy trunk of the tree, having merged with it prior to the yellowed smokescreen fading away.

"Laugh it up while you still can, Tennyson!" Vanity hissed venomously, her entire arm coating itself in glimmering, cyan diamonds and clenched into a large fist.

"Oh, we will!" Skurd chuckled brightly as he oozed himself over Wildvine's right arm and tapped into a DNA sample of the Omnitrix, morphing the limb to become more rigid and box-shaped in addition to more colorful and turning into the arm of a Segmentasapien shaped very much like the barrel of a gun attached to a backpack of sorts that provided an endless supply of ammunition.

"Oh, yeah! The Bloxx-lobber!" Wildvine cheered.

Vanity blinked with mild surprise; clearly the booger-like parasite provided something more than a companion to banter around with at his leisure, a small detail she had overlooked. Not that she wasn't confident that she couldn't take him under her control within seconds. The only issue was that, in simple terms, her target was a plant and they were next to impossible to hypnotize, even if they had fully functioning eyes, a mouth, the ability to walk, and the ability defend itself with explosive seeds, which was a much more annoying fact to the succubus as the Florauna taunted her with a 'come-at-me-bro' hand gesture.

"RAAAGH!" Vanity yelled, lunging forward with her diamond tipped claws and forcing Wildvine to arch backwards to avoid getting sliced in half; this however, was exactly what Vanity was going for as she raised her other hand and clenched her fingers into a tight fist, tapping into the surrounding energies that flowed through the Enchanted Forest, and forming a solid form into her hand shaped like a jagged sword. With her new weapon in hand, Vanity swung her other arm at Wildvine and succeeding in slicing the Florauna in half with a wet squelching noise.

"Yes! Take that you alien freak!" the succubus cackled as both halves of the Florauna fell to the ground, limp. With a triumphant grin on her lips, Vanity reached forward with a now diamond free hand for the Omnitrix around one of the Florauna's halves only to be startled back when both halves began to tremble and squirm slightly, the fleshy, green material bubbling and oozing and sprouting tendrils that hooked around each other and intertwined together to bring both halves back together and heal the wound as if it were never there.

"How . . . impossible!" Vanity hissed.

"Whatever you say, man." Wildvine grinned cockily as he aimed the Bloxx-lobber at her and fired off two explosive blocks that slammed into Vanity's gut and chest, propelling her backwards and through two trees before she finally slid to the ground with a groan; both of the ancient oaks she had been thrown through fell to the ground with a loud crash! as the Omnitrix timed out mere seconds later.

"And that's another crazy lunatic down." Ben smirked triumphantly, dusting his hands off.

"Y-You'd . . . like to think that, w-wouldn't you?" Vanity coughed slightly as she pulled herself to her feet and twisted her head with a loud cracking noise; several open cuts and wounds dripped black blood onto the grass at her feet. Ben watched with a combination of horror and amazement as a low, crackling and slapping noise filled the air and the wounds began to close up on their own, healing over without even a scar and returning the succubus' skin to its flawless sheen with a cruel smile on her lips. "You're not the only one with tricks up their sleeve."

"Good thing I have sleeves of my own." Ben smirked as he made a move for the Omnitrix.

"No!" Vanity hissed, summoning a spear constructed of the magical energies of the Enchanted Forest and hurled it Ben's head; the wielder of the Omnitrix quickly jerked his head to the side to avoid getting impaled as the spear embedded itself in the tree behind him, quickly followed by another spear that now framed his head between the two of them before they dissolved.

Skurd however, was actually thinking during this and turned on the Omnitrix to dial through the available roster before compressing himself down on the waiting activation button and encompassing Ben in a blast of green light. His skin began to blister and crack horribly, as if he was covered in a layer of mud that had spent too much time out in the sun as it turned a pale shade of green in color and revealed itself to be scales; the coating of flaky scales raced up his arms as they swelled and pulsed with shifting muscle and tissue, traversing smoothly across his shoulders and down his chest while his neck thickened and allowed three slits on either side to open up in his skin and suck in a wet breath. Consequently, Ben's nose was compressed back into his face as his skull elongated slightly and thrust his lower jaw out into a massive underbite while his teeth ripped through his gums and formed themselves into dozens of spike-like teeth that glistened in the light. Sharp fins pushed themselves out of Ben's well muscled arms as webbing formed between his claw-tipped hands as a spiky, green dorsal fin sprouted from his head and back, running down to his waist until it came to a stop at the waistline of a black and green loincloth of sorts that allowed his scaly legs to slide out from either side. Ben's forehead pulsed and bulged slightly like a massive zit that was about to explode until a long, wiry antennae with a small, glowing bulb at the end thrust itself out of his skull; the transformation ended as black collar of sorts formed over his upper body as a pair of large, bulbous tanks formed around his gills with the Omnitrix and Skurd at the center and on his breast bone.

"Whoa! Ripjaws got an upgrade!" the Piscciss Volann marveled, glancing at the large breathing device hooked around his neck; he sucked in a deep breath through his lungs and felt the cool water rush over his gills, creating a relaxing sigh from him for a split moment before Vanity chucked another spear at his head, just barely grazing the long antennae that sprouted from his forehead.

"Quick! Get on the defensive!" Skurd cried, flailing his tentacles wildly in panic.

"How do I exactly do that, Snot Pocket?" Ripjaws snarled, leaping back to avoid Vanity's incoming fist; the hand sailed harmlessly over the Piscciss Volann's head and allowed him to grab hold of her arm, digging his sharp claws deep into her skin, and heft her over his shoulder to flip her onto the ground. "Ripjaw's turf isn't even turf!"

"Must I do everything!?" Skurd huffed with annoyance as he oozed and slithered himself over Ripjaw's left arm and expanded it dramatically, covering it durable, yellow plating and forcing a piston of sorts to thrust itself out of the back of his elbow as millions of hypersensitive nerves formed in his arms, ready to fire off at a moment's notice and finally took the form of a Talpaedan's limb. Giving a toothy grin of satisfaction, Ripjaws thrust his arm downwards at Vanity's head, just missing as the succubus jerked her head to the side and let his fingers bury themselves deep into the ground. She grinned viciously before she realized her problems were only beginning as the Piscciss Volann's new limb pump up and down furiously, sending a small tremor through the ground that made it all but impossible for her to stand.

Thankfully for Vanity however, she was not limited to just her legs. With a pump of her wings, she was off of the ground and into the air, safely out of the reach of Ripjaw's fearsome teeth and powerful, jackhammer-like arm. This advantage however was soon taken away as Skurd returned Ripjaws' arm to its original form and crept his gelatinous body over the Piscciss Volann's other arm, turning his pale green scales into a glimmering cyan that thickened and hardened dramatically into the tough, crystalline surface of a Petrosapien's arm with an anchor of diamonds attached to a chain of crystals materializing in his strong fingers.

"Talk about a heavy weight." Ripjaws cracked as he swung the anchor around and around over his head before hurling it at Vanity and succeeding in hooking it tightly around one of her wings when she tried to unsuccessfully dodge getting hit with the blunt weight; with a yank of his arms, the Piscciss Volann easily pulled her down to the ground and pulled her towards him, opening his jaws wide and clamping them viciously around the main joint of Vanity's wing with a sickening crunch! that made the succubus howl with pain before Ripjaws gave a twist of his head and sent her sprawling across the grass, spitting out a glop of dark gray spit out onto the ground.

"You taste terrible." Ripjaws joked as he wiped his teeth.

"And you have a spear through your shoulder." Vanity hissed as she sat up, wincing at her injured wing.

"I don't have a- AAAAAAAAAHHHH!" Ripjaws roared in agony as Vanity summoned another wavering spear into her fingers and chucked it at him like a javelin, embedding the weapon deep into and through his shoulder and pinning him against the trunk of a tree. Blue blood dripped out of the wound as Ripjaws instinctively brought a hand up to it and gave a low hiss at the pain it brought to him.

"To bad you can't heal yourself. Unlike me." Vanity purred victoriously as she picked herself up off of the ground and stretching her injured wing with slight pain and the loud cracking noise that signified her bones were knitting themselves back together and torn muscle was repairing itself until the wounded wing was like new once more, as if it hadn't just been nearly bitten off by one of the galaxy's most vicious, aquatic predators. "Now are you going to hand over that device of yours or am I going to have get . . . personal?" she asked with an innocent, pleading manner.

"Drop dead." Ripjaws glowered at her, a low growl escaping the cage of teeth that lined his mouth.

"I was hoping you would say that." Vanity grinned maliciously. "Time to browse your mind, reduce it to nothing, and take that watch of yours for myself. And to think, we could have had such a fun time together."

"Whatever," Ripjaws hissed. "Not like I haven't had my mind read before."

"That's right! You've got nothing on that scoundrel Servantis!" Skurd declared loudly. "Do your worst, foul beast! Nothing you say or do will stop us! We shall always come out on top!"

"Such a big ego for a tiny, talking booger." Vanity grinned.

"BOOGER!?"

"You must hate that," Vanity drawled with mild amusement at the Slimebiote's reaction. "Whatever. Time to get down to business. And don't try anything, Booger Brain. Nothing you do will save you or your alien freak show of a friend from me."

"You . . . sure?" Ripjaws grunted as he grabbed hold of the spear and tried to slowly pull it out of his flesh.

"What's that supposed to mean?" Vanity raised a curious eyebrow before she was suddenly slammed into from behind and knocked to the ground, pinned there by a heavy weight and a low, warning growl in her ear that made her blood run cold. Moving her head slowly and as far as she dared, she looked to see a girl sitting on her haunches, glaring at the succubus with a hungry look that Vanity had only seen in large predators; her hunch was proven correct when she took in the details of girl's features, a pair of canine-like ears poking from under a thick head of dark auburn and chocolate brown locks that easily spilled onto her shoulders and framed her furry face and the pointed fangs that resided just behind her lips.

"You've got about three seconds to explain yourself before I tear you in half." Clawdeen threatened, baring her teeth and letting a low growl escape her lips.

"How about 'no'?" Vanity grunted as she flexed her wings and threw the werewolf off of her before climbing to her feet and dusting herself off, only to find that Clawdeen hadn't come alone. The succubus watched with curious fascination as thick, thorny vines slithered and crept across the ground and through the brush, strong creepers bursting out of the ground and curling around her legs and rooting her to the spot while the vines curled themselves around her wrists and arms; Vanity narrowed her eyes at a girl with soft, green skin and wild neon green and pink hair like the colorful petals of a carnivorous plant, if the sharp teeth that curved out past her lips was anything to go by.

"Where are your friends? Mine are all around." Venus smirked at her trapped prey.

"I have had just about enough of plants today," Vanity growled as gigantic claws that looked like they were better suited for a massive carnivore or some kind of gigantic herbivore that used them to bend tree branches down to within eating distance, sprouted from her fingers; with a quick movement of her arm, she had severed the strangling roots and moved to attack Venus while she was cringing at the slight pain the death of her 'children' brought her. Before Vanity could even touch the plant monster however, the ground started to tremble and rumble as something utterly massive came lumbering through the trees from behind Venus and came to a screeching halt before swinging its heavily armored tail at the succubus and sending her flying back as the large, purple Ankylosaurus bellowed a warning before nuzzling Venus affectionately.

"Rise, my minions! Defend your queen!" Vanity demanded as she stomped a foot down into the earth a second time and summoned another battalion of skeletal barbarians that yelled battle cries and banged their swords against their shields in an attempt to scare their opponents. The indigo plated Ankylosaurus roared and charged at the small platoon of soldiers before skidding to a stop and swinging its clubbed tail once more, taking out an entire line of undead warriors before driving another into the ground and into dust with a swift downward motion. Vanity watched with amazement as the heavily armored ankylosaur disappeared in a whirl of armored plating and fur to be replaced by a lavender tiger with a deep purple, striped coat that pounced on an unsuspecting warrior and crushed its skull between its jaws; the big cat whirled around as a soldier made an attempt to swing its sword at the tiger before it was slammed to the ground and its rib cage crushed.

"No!" Vanity screamed with frustration. "No, no, no, no!"

"Oh, yes." Clawdeen smirked as she tackled a decomposing warrior from behind and stomped down on its pelvis, shattering it into flakes of bone before tearing its loosely placed skull from its head and chucking it at the last skeleton. With no more undead barbarians to deal with, Clawdeen let out a long, low howl and turned to attack Vanity, dodging a swipe of the succubus' claws and tackling her to the ground; Skelita came racing out of the forest as the two wrestled around on the ground, glancing around to take in the situation before turning to Ripjaws aid and wincing at the spear buried deep in his shoulder that kept him pinned to the tree.

"Ben, are you alright?" Skelita asked the Piscciss Volann.

"No, I like being impaled." Ripjaws grumbled sarcastically before catching sight of the slightly hurt expression on the skeleton's face. "Sorry. Being injured makes me sarcastic."

"So it would seem," Skelita noted as she planted a foot firmly against the trunk of the tree and gripped the spear tightly in her fingers; Clawdeen growled as she was thrown a fair distance off of Vanity and digging her claws into the dirt before thorny creepers erupted out of the ground and wrapped themselves securely around her ankles and wings, trapping her place as Clawdeen lunged at the succubus a second time and threw her backwards and into the ground where more vines and roots slithered across her, binding her to the earth. "This will hurt." Skelita warned Ripjaws.

"Bring it o- AAAAAAAAAAAHHHH!" Ripjaws screamed in agony as Skelita pulled the spear out of his shoulder before he could finish his sentence, wincing at the blood tipped blade before the shimmering weapon vanished in her grip with a small flash of light; glimmering crystals and diamonds sprouted all over Vanity's body in large spikes that sliced through her bindings with ease, letting her climb to her feet and raise a crystal covered arm to block a swipe of Jane's claws. Venus quickly grew a pair of vine-like whips from the palms of her hands that quickly ignited with a little methane and cracked them at Vanity, wrapping them tightly around her arm and pulling back to make her stumble towards her with Clawdeen pouncing on her back to finish the job of sending her to the ground.

"¿Qué? What is this?" Skelita wondered.

"Yeah. They do that." Ripjaws grunted as he fell to his knees while holding his wound. "Thanks for warning me, by the way."

"De nada." Skelita said as she helped the Piscciss Volann to his webbed feet. "Are you strong enough to fight?"

"Probably just enough to beat the ever living tar out of this witch." Ripjaws breathed heavily, his shoulder going numb with pain as he reached for the Omnitrix on his breast bone and slapped the waiting disk, swallowing himself in a flash of green light that scrambled and rearranged his DNA into something new. His skinny figure suddenly swelled in size and bulk as hundreds of muscles piled themselves on top of each other, sending his growing form upwards until he was more than twice the size of Skelita, his broadening shoulders dwarfing her; his fingers snapped and pulsed as thick veins popped out of his reddening skin, sending alien blood through him as his organs sloshed and oozed around inside of him, forming a second heart as another pair of eyes appeared above his own and turned a solid green in color. A row of dull spikes appeared on Ben's balding head as every last strand of hair on his skull was shed, save for a short, fuzzy beard and handlebar mustache on his upper lip. A loud crunching noise filled the air as his skeleton shifted and realigned to allow a second pair of smaller arms to burst out from his gigantic, original pair, still nothing more than fresh muscle and bone that was quickly covered by tough, crimson skin. Ben's toes melted together into a pair of firm claws as fleshy spikes appeared on his shoulders and a uniform consisting of a black undershirt with a green stripe down the middle, a pair of black pants, two pairs of black, finger-less gloves, and the Omnitrix and Skurd in the form of a belt around his waist, materialized on him, completing the transformation.

"Time to beat you four ways to Sunday!" Four Arms growled, socking his two fists into his two, open hands.

"You don't scare me," Vanity hissed as she rolled herself over and thus threw Clawdeen off of her as she popped back up onto her feet; her arms cracked loudly as their bones were reinforced and strengthened, swelling to massive proportions as dull green, armored skin took the place of her caramel shade while small, fleshy knobs and greasy hairs sprouted from her new limbs and dirty nails tipped her fingers. "You are nothing compared to me!"

"Then lets wrestle!" Four Arms narrowed all four of his eyes and clenched all four of his fists as he charged at Vanity, his feet pounding the ground as he drew back a fist and swung it at the succubus' head, only to have it caught by one of her new, burly hands; her hand caught his other fist and trembled slightly as they tried to hold them in place, quickly forgetting about the Tetramand's other set of arms until Four Arms drew back a third fist and plunged it deep into Vanity's gut with a sickening crunch that knocked the wind out of her and made her go limp in movement. Not missing a beat, Four Arms grabbed her hands and pinned her wrists together as he began to spin her around and around in a tight circle, building up more and more momentum until he finally let go, watching as she crashed through not one, not two, not even trees and a large boulder before she finally came to a stop, now battered and bruised greatly.

"Ready for round two?" Four Arms growled menacingly, ignoring the stabbing pain his shoulder as he charged after her; Vanity took one look at the severely irked Tetramand and the four ghouls that were chasing after him with equally vengeful looks on their faces and decided she had finally had enough for one day and promptly scrambled to her feet to run away as fast as she could, her wings too damaged to carry her to safety for the moment. "Come back here!"

---

M.N: Ben's got himself into quite the predicament, hasn't he?

F.N: More like that succubus slut bit off more than she can chew.

M.N: Dear, what have we said about swearing in front of Brooke?

B.P: Oh, don't worry about that, Dad. I've heard worse from other stories I've read.

M.N: What!?

B.P: Uh, um, shouldn't we be checking on the Spring Festival?

F.N: . . . We will be discussing this later, dear.

B.P: Yes, Mom.

M.N: Ahem. Now then, Ever After High was holding a festival worthy of Wonderland-

F.N: Dear, you've already said that.

M.N: I did?

B.P: Yeah, Dad. You did. Right before Ben beat the ever living pixie dust out of Vanity. Ooh, I can't to see how he defeats-

M.N and F.N: Brooke! No spoilers!

B.P: Sorry.

F.N: Ahem. Anyways, the Spring Festival had finally come to Ever After High, filling the air with wonder and joy . . .

---

Raven sighed happily and took in a breath of sweet, crisp, Spring air. The sun felt warm on her pale skin, giving her almost an unearthly, lavender glow as she braided together black and white streamers around one of the many trees that surrounded the Spring Fairest Festival; colorful tents were set up amongst food stands that allowed the delicious scents of carnival food to waft through the air as the amusement attractions were being slowly set up around the ever shifting crowd of students and staff alike.

"This has got to be my favorite part of Spring Fairest," she sighed. "Treeffiti! Decorating the trees!"

"As long as the streamers are biodegradable, I'm all for it." Venus added set her head against the trunk of a nearby tree; Raven cocked an eyebrow at this, watching curiously as Venus rapped a knuckle on the trunk a couple of times before nodding her head, as if listening to a conversation. With that being said, the witchling watched as Venus reached for the belt around her waist and pulled out a spray bottle filled with a strange liquid of some kind that she spritzed around the tree's roots, rubbing them with affection until the branches above suddenly burst into fully bloomed flowers!

"Whoa! You're like a plant whisperer or something." Raven laughed in admiration.

"I try," Venus smiled toothily and setting the bottle back in its place. "Though I have to ask, why black and white? Wouldn't pink or green be more suitable for Spring?" she asked, gesturing to her rather unusual hairstyle.

"Black and white is meant to represent winter-" Apple explained as she put the finishing touches on her own braid of streamers while Duchess Swan expertly pirouetted and danced around the trunk of her tree, of which currently had Sparrow Hood pinned to it and trapped by the colorful streamers.

"And a dash of floral color to show that Spring had sprung!" Maddie finished, popping into view from a branch overhead that let her wild, mint green, purple, and blue locks to hang wildly while keeping her ever present top hat somehow glued to her head, defying the law of gravity. "Ooh, this is gonna be so hexciting with you ghouls here this year! Or month or chapter, as the case may be."

"I'm just relieved that my parents still let me go to school here." Apple sighed with relief. "Of course, it took a band of bandits just to make them change their minds, but I guess you can't have everything ever after." she shrugged.

"Not to put a damper on things, but are you sure we'll be welcome here?" Venus asked, briefly turning hers and the girls attention towards a massive, purple elephant with a large, spiked collar around its thick neck as it slowly set up a heavy tent pole with its trunk under the careful observation of several hired hands.

"Believe me, after the few weeks you've been here, you're pretty much considered 'normal'." Raven reassured her fellow girlfriend. "Besides, if anyone causes trouble-"

"We'll be there to stop it." Apple nodded firmly, though Raven could sense a slight unease in her voice. "And if we can't-"

"Then Ben will!" Maddie laughed as she flipped off of the tree branch and expertly landed on her feet. "We just love finishing each others sentences, don't we?"

Raven was about to say something when she caught sight of something else that seemed rather out of place at the Spring Fairest Festival; upon turning her head towards it, she noticed that it was Dexter Charming sneaking through the bushes and large bouquets of flowers that seemed to have only sprouted that very morning with a Mirrorpad in hand. Despite his best efforts of going unnoticed, the young prince still drew a few confused or frightened stares as he slunk through the foliage and finally decided to hide in a bush that he immediately regretted hiding in; not only were the prickly branches tearing his good jacket, but he soon found out that the bush was full of some not so friendly ants that didn't take kindly to nearly being squished.

"Oh, good! You're here, Dexter." Blondie breathed with relief as she hurried over to the Son of Prince Charming with Humphrey Dumpty in tow carrying sound equipment in hand.

"Hey, Blondie. Thanks for g-giving me a second chance a-and everything, but can we-" Dexter winced as several of the ants started to bite him.

"No time!" Blondie cut him off as she quickly set herself up in front of the camera and made some final adjustments to herself. Dexter tried to protest or at least ask if they could move somewhere that wasn't going to make him look like he had Basilisk pox, but the Daughter of Goldie Locks wouldn't hear it as they were already pressed for time. With no other choice but to try and bear with the stinging insect bites and the ants in his pants, Dexter gave Blondie the signal to begin.

"Welcome friends to the Spring Fairest! Where you'll-" Blondie started.

"Oh, Blondie! Blondie!"

Blondie blinked and rolled her eyes behind her to see a girl with dark, mocha skin and wild, pink hair like that of fresh frosting pulled into a pair of low pigtails come rushing over to her side; the girl had a pair of round, red, owlish glasses that framed her deep, chocolate eyes and a black headband with a small, golden cupcake on top. Concerning other food related attire, she wore a single pink dress with glittering, yellow stripes like that of freshly sprinkled sprinkles and a small, black jacket with crisp, blue lines like that of fresh icing.

"Make sure to tell everyone about the Chef Showdown!" the Daughter of the Candy Witch smiled excitedly, showing off a small mixing bowl full of cooking utensils. "So exciting!"

"That's right Fairy Tale Friends!" Blondie smiled brightly, only mildly irked at being interrupted. "Lots to see and do at the fair!" she gestured towards the colorful carnival; Gus and Helga Crumb, a pair of small twins with white frosting hair eagerly waited in line for freshly popped dragon corn provided to them by one of the trained dragons beneath the school while the Brothers Grimm participated in a friendly competition at one of the booths that offered amusing and entertaining game until Headmaster Grimm himself won the game and proceeded to lightly rub it in his brothers face.

"Ha, HA!" Daring grinned triumphantly as he smashed a large mallet down on the small platform of the Beanstalk High Striker and succeeded in nearly reaching the top bell. "You're turn, Hopper." he grinned charmingly, handing the heavy mallet to the Son of the Frog Prince.

"Thanks, Daring." Hopper gulped nervously, taking a look at the high striker and blowing a strand of deep, red hair out of his face. With a grunt, he proceeded to raise the mallet above his head and try to get a higher score than Daring (something that he hoped would really impress his crush) when none other than Briar Beauty walked by tapping away on her phone; the prince felt his arms go limp as the heavy mallet conked him on the head, dazing him slightly as he was engulfed in a puff of pink smoke and returned to his amphibious form. "Blasted!"

"Um . . . c-can I have a t-try?" a small voice squeaked nervously; Hopper, Daring, and the small crowd that had gathered around the Beanstalk High Striker to watch turned their attention towards the back where Jane gave a nervous wave and proceeded to walk through the small lane created for her and up to the carnival game, gripping the heavy mallet in her hands.

"Good luck, monster." Daring chuckled triumphantly, safe in the knowledge that his victory was secure.

Jane frowned slightly as she cast the mallet aside while simultaneously focusing on an image in her head. Her skeleton cracked and crunched loudly as her bones thickened and became far more durable than before while her posture forced her to hunch over; muscles tore through her arms, rippling underneath her violet colored skin and adding to her increasing frame. Her fingers and feet swelled with strength as her neck compressed slightly into her massively swelling shoulders while her brow sloped over her eyes, her teeth tearing through her gums. She suddenly felt an itching sensation all across her body as thick, coarse, shaggy fur sprouted all along her burly arms as her face pushed back and compressed into a rough, rubber mask; Jane's belly quickly bloated into a thick, leathery beach ball as a spiked, red collar formed around her thick neck completing the transformation.

With a grunt, the gorilla hauled itself up onto her feet and knuckles and raised a fist up into the air before cracking it heavily down on the small platform of the high striker; the small, but heavy weight almost instantaneously shot off of the ground and clanged loudly against the bell at the top of the Beanstalk High Striker, forcing a large, pink flower to bloom brightly for all to see. Daring watched with a slack jaw as the large, great ape disappeared in a whirl of purple fur and hair to be replaced by a heavily blushing Jane as she then proceeded to collect her prize, a small, stuffed dragon, and then scamper out of the sight of so many prying eyes and running past the Troll's Bridge Dunk Tank.

"You are the worst shot Ever After– yeah!" Sparrow Hood howled off key as he played a small rock solo on top of the dunking platform; Melody Piper narrowed her eyes at the Son of Robin Hood and wound up her pitch of the ball at the waiting target. "Melody rhymes with Smell-ody!" Sparrow sang loudly before Melody finally lost her patience and chucked the ball at the waiting target, successfully plunging Sparrow down in the freezing tank of water and giving him a mild shock from his electric guitar.

"Jane Boolittle!" Blondie shouted over the noise of the carnival, trying to get the shape-shifter's attention. "Can we-" the reporter tried to ask before Jane instinctively morphed into a cat, picked up her prize in her teeth, and proceeded to dive into the crowd of festival goers to avoid being seen.

"Blondie, you might as well give up." Humphrey rolled his eyes. "You aren't going to get an interview from those monsters."

"That's because she's askin' the wrong ones," Clawdeen snarled slightly at the Son of Humpty Dumpty. "Jane's the last ghoul you wanna put in front of a camera."

"Oh, hi, Clawdeen!" Blondie beamed brightly. "Mind if we get an interview?"

"Sure. I don't mind," the werewolf shrugged. "But lets make this quick, 'kay? I promised Cerise I was getting' some mutton."

"Alright!" Blondie smiled happily; under Ben's request, she had held off on any attempts to try and interview the four monsters that had arrived and managed to receive safe passage to attend Ever After High as normal students. Though, the Daughter of Blondie Locks supposed 'normal' wasn't the appropriate word for it. The four ghouls would often draw stares from the student body, whether it be because of Venus' habit of growing a small garden in every nook and cranny she was allowed to, Clawdeen occasionally leaving a trail of shed fur wherever she went, Skelita's entire, physical appearance, or Jane instantaneously changing form under stressful circumstances often causing several interruptions in class that often involved minor damages to property or light startles. Thankfully, they had managed to adjust to their new surroundings quite well, and Blondie could say with no uncertainty that they had all made some friends here and there. "So how're you four all enjoying the Spring Fairest?"

"Meh," Clawdeen shrugged. "It's not as big as Scream Break back home, but it definitely looks interestin'. Food smells clawesome."

"Is Scream Break the equivalent of Spring Fairest for you monsters?" Blondie asked.

The werewolf nodded. "Yep. We got a carnival and everything, from tar pits and a Scarris Wheel to fried tarantulas on a stick and corn dogs, too!"

"Uh, how interesting." Blondie tried to hold back the small amount of bile in the back of her throat at the thought of eating fried, hairy arachnids on a skewer like one would eat a cone of cotton candy; thankfully for the intrepid reporter, something far more flashy and newsworthy caught her eye. "It looks like some students went all out for this year's Spring Fairest!" she remarked.

Indeed, it seemed five very hexcited girls had gotten all dressed up and decked out for the festivities, much to a wide variety of the fair's enjoyment. Lizzie Hearts had dressed herself up in a simple, red dress with a strapless black top over a pair of short, black pants decorated with white diamonds that barely reached to her knees while she wore a pair of red heels with bright, red roses. Briar Beauty had been sewn an outfit composed of a black and white dress with the thick, pink outlines of roses decorating it, a short train, and a pair of pink leggings that slowly faded into pitch black once reaching her knees and ankles; her hair had been dyed a multitude shades of brown, pink, and a single streak of teal with a collection of white, pink, and red roses positioned carefully in her locks.

Holly O'Hair, a girl and one of the two Daughters of Rapunzel with long, luscious orange hair that nearly touched the ground was dressed in single white dress with the blackened outlines of curling, winding branches and leaves, a pair of pink and lavender leggings that matched her purple pumps quite well, and a black top underneath if it all posed for the camera next to Lizzie and Briar with a flattering smile upon her lips. Standing next to and towering over them all thanks to her black pumps was Cerise Hood dressed in a black and white checkerboard dress colored a deep crimson on the inside with a white belt and black buckle around her thin waist; of course, the outfit also consisted of a red hood with a white, cherry blossom pin jammed carefully into the artificial of clothing and a pair of white leggings decorated with the black silhouettes of birds and flowers. The final one of the five girls was none other than Cedar Wood dressed in a wide, purple dress wrapped up in several pink ribbons like of a pair of lederhosen with pink leggings, knee high, leather boots, and her brown locks and curls now dyed a wide variety of pinks and purples to accent and highlight the few white flowers in her hair; if this didn't Ben's attention, nothing would.

"Look! We're on the Jumbomirror!" Holly pointed out excitedly, waving her arms above her head at a gigantic, golden mirror that had been convinced to hang right in the middle of the air for all to see and spectate the biggest events of the fair.

"You are all just spellingbinding!" Blondie gushed as she rushed over to the five highly fashionable girls for an interview. "Lizzie, can you tell us what inspired this Spring fashion fling?"

Lizzie shrugged. "Since we don't have 'Spring Fairest' back in Wonderland, I embraced this lovely holiday through my fashion designs." she replied simply.

"And these look amazing! No lie!" Cedar jumped up and down happily.

"I don't normally change my look," Cerise added with a wolfish smirk. "But this is big, bad, and bold!"

"It's bold alright." Clawdeen rolled her eyes; really though, she was itching for her sketchbook in the hopes of coming up with some fashion designs as well, already feeling a sudden flash of creativity from the surrounding festivities.

"And, take it from this reporter, the 'Fairest Five' make this fair just right!" Blondie sighed off. With that being said and done, Dexter promptly chucked his Mirrorpad at Humphrey and leaped out of the bush screaming at the top of his lungs and feverishly scratching at his ant covered body as he ran away to try and find some sort of relief; of course, this drew several odd stares along with a few frightened yelps as panic started to flow through the crowd at the thought of Dexter turning into the terrifying creature that was the Beast once more.

"Quoi? Is he going to be alright?" Skelita asked as she walked up with a basket of fresh, steaming fries in her bony hands.

"Oh, he'll be fine," Blondie waved it off. "He's Dexter!"

"If he's Dexter, than why does it look like he's trying to imitate a spider monkey with its butt on fire?" Clawdeen wodnered as Dexter feverishly scooted around the ground to try and force the ants out of his pants while scratching rapidly at his already reddening skin.

"Okay, so maybe he could use some help." Blondie admitted as she made a move to try and help Dexter; the reporter however, was too slow as Cupid came rushing through the crowd, nervously biting her lip as she bent down to help Dexter to his feet and quickly lead him away from the festivities before he could cause a bigger scene than he already had.

Kitty Cheshire watched the whole spectacle with an ever present smile upon her lips, stifling laughter as she perched on the roof of a hastily constructed soda stand. When the tender was distracted from Dexter's little 'dance', she stealthily scooped a small amount of kitty litter from a 'borrow' bag and dumped it into an open soda cup, chuckling silently to herself as she made sure not to get any on her new outfit; upon noticing the "Fashionable Five", as Blondie had dubbed them, on the Jumbomirror, Kitty decided to become something of a sixth member of the posse and had changed her outfit into a wild array of jagged, black and white stripes, deep and light purple hues and shades, and of course decorated herself with a couple dozen roses her and there as well so as not to seem too out of place.

"Hello, dear."

Kitty hardly flinched upon hearing the voice she had been talking to but an hour or so ago when she had called to brag about her latest prank; unfortunately, 'accidentally' dropping two, sticky ice cream cones on Duchess Swan's face wasn't enough to impress the woman Kitty had idolized and practically worshiped her entire life ever since she was a small kitten, her mother the Cheshire Cat.

"Mom!" Kitty attempted to sound surprised.

"Sandbox litter?" the Cheshire Cat purred with a slightly disappointed tone as she absentmindedly licked her fingers and rubbed off an invisible stain upon her daughter's cheek; as much as the older, crafty feline behaved like it, she really was proud of her Kitty, reminding her of the constant pranks she would pull back in Wonderland High and on Alice during the reenactment of the story they shared. If only her daughter was somehow able to get on her level. Maybe it required a push? "Still so preschool."

"Mom . . ." Kitty whined with disappointment.

"Kitty, we talked about this." the Cheshire Cat lightly scolded her as she disappeared from sight and reappeared a few feet behind her perched on top of the soda stand's logo. "Go big!"

Not even the sounds of Hunter Huntsman spitting out a mouthful of kitty litter stained soda could brighten Kitty's mood as she frantically looked around the Spring Fairest Festival for something, anything that she could do to perhaps try and make her mother proud. A quick look at the roller coaster ruled things out as it was heavily guarded by a band of enchanted suits or armor, their wits about them and on their toes after someone had tampered with the ride's mechanic's during a test run earlier that morning and nearly put Sparrow Hood in the emergency room had Ben thankfully not been around to see him go flying and turn into Astrodactyl to save him before he or his guitar could crash into the ground. This was, of course, the main reason he had volunteered for the Dunk Tank (other than the fact that he would be able to taunt everyone he wanted without fear of getting wet).

The sound cheerful laughter caught Kitty's attention and she turned to glance at the Fairest Wheel, a large, metal wheel with multiple carriages that went around and around at a nice, leisurely thanks to the somewhat bored troll that operated the thing but turning a crank with its great strength; a devious idea formed in Kitty's head the instant she laid eyes on the large, hairy brute.

---

Venus let out a slight sigh of impatience as she waited behind Briar, Cerise, Cedar, and Holly O'Hair in line for the Fairest Wheel; having sent Ben out to go get some of what he deemed to be the 'next best thing to Mr. Smoothy's', the ghouls had decided to entertain themselves with whatever the Spring Fairest Festival had to offer them until their boyfriend would return. Clawdeen had gone off in search of some of the mutton she had promised to find Cerise and Skelita had gone off to some dark, shady corner to quietly eat her fries in peace without the threat of anyone happening upon her and witnessing the unfortunately disgusting way she ate things whenever she was actually hungry; Venus herself didn't know how skeletons ate whatever food they occasionally did partake in, but if the Ben had reacted was anything to go by, it was not pretty.

"H-Hey, Venus?" the plant monster was momentarily shaken out of her boredom by a slight tugging on her sleeve and turned around to see Jane almost instantaneously appearing right behind her, most likely having snuck through the line in an animal form of hers if the disappearing whiskers and tail were anything to go by.

"Yes, Sweet Mango?" Venus smiled warmly.

"I-I . . . I won this for you . . ." Jane gulped nervously as she held up a small, red, plush dragon with yellow wings and soft, toothy smile for your ghoulfriend. "I-I know it's kinda pathetic and I-I can take it b-back if you want, but . . . I thought y-you might like it and-" the shape-shifter was cut off when Venus rewarded her with a small, quick kiss on the lips and a tight, warm hug.

"I love it." Venus told her as she took the dragon from Jane. "Thank you."

"N-No problem." Jane blushed.

"Those two are really made each other, huh?" Briar smirked at the affectionate monsters that were unfortunately drawing rather disgusted or suggestive looks from the students.

"Ooh, I'm sensing a good fan fiction coming on!" Holly squealed excitedly as the Fairest Wheel attendant pulled the velvet rope that kept the line in check aside and let the first four girls onto the ride.

"I love a good Fairest Wheel." Briar smiled as she climbed inside of the basket.

"Briar, you love anything and everything hexciting because, you know . . ." Holly gave off a loud and obnoxious snore as Cerise and Cedar climbed in after them; Briar laughed nervously at the joke, uncomfortable with the fact that she would be destined to fall asleep for a hundred years. By then, all her friends would have forgotten her, if they weren't dead yet, and she would be nothing more than a memory for the few that were left alive.

"Cedar, Cerise, excuse me, Holly," Hopper Croakington III shook Briar out of her thoughts as he scooted past the three girls and came to sit between Briar and Holly with his arm around the former's shoulders. "Briar." he grinned goofily. "What do you say we take a spin together?"

"Hopper! The cars were made to hold four people, not five!" Cerise snarled.

"I wouldn't worry about it." Briar said smugly, holding up a hand counting down from five on her fingers.

"So, Briar, you, um," Hopper started to say as the Daughter of Sleeping Beauty held up three fingers going on two. "You look really enchanting and, uh . . ." he hesitated just as Briar finally reached one. "Oh, no!" Hopper cried as he was engulfed in a flash of pink smoke and turned into his amphibious form once more. "My soul is aflame, my heart is afire!"

"Told ya." Briar smirked knowingly as the small, little frog sitting on the edge of the Fairest Wheel car recited to her a small bout of poetry in the hopes of charming the love of his life while the troll that operated the amusement park ride began to turn the crank once more.

Unbeknownst to the girls, frog, ghouls, or even the troll current giving them all a nice spin, certain Cheshire was up to no good once more; Kitty chuckled mischievously to herself as she materialized on the back of the large troll with a small shaker filled to the brim with spicy, irritating pepper that she emptied the entire contents of into her hand. The cunning feline then tossed the jar away and blew as hard as she could on the pile of pepper in her hands before disappearing and reappearing a short distance away to watch the chaos unfold as the troll sniffed and tried to hold back the sneeze that was building up in his oversized nose.

Kitty pouted slightly as the troll relaxed and continued to turn the Fairest Wheel, wondering why her plan didn't work.

"ACH-OOO!"

Correction. Her plan did work. Kitty chuckled victoriously as the unlucky riders of the Fairest Wheel screamed and hung on for dear life as they buzzed around and around with the wind blasting at their faces; just when it seemed that the troll would be able to regain control of the amusement park ride once more, another sneeze would tear through his nose and send the Fairest Wheel spinning again even faster than before. Kitty fixed her gaze on a particular car housing four of the 'Fashionable Five' and a very unfortunate Hopper Croakington as the later nearly went flying when his little frog fingers slipped free of the car's railing, Briar being kind and quick enough to just barely grab his hand before he would be sent flying.

"Help!" Cerise shouted loudly as she tried to simultaneously keep her hood in place and her firm, white knuckle grip on the railing of the car.

"You heard her, Jane!" Venus said, tucking the stuffed dragon she had been gifted from the shape-shifter under her arm as she tapped the Omnitrix fixed to her wrist and cycled through her limited roster before finding the best of the three transformations to chose from. "As Ben would say, 'It's Hero Time!'" she quipped as she slammed a hand down on the activation button and immersed herself in a flash of neon green light. Hard metal plating raced up her back and front, melting together into a single shield as her shoulders crunched and squelched loudly, broadening out while becoming rounded and massive; flexible, black tubing covered the skin between her elbows and shoulders. Venus' arms began to swell, metal plating taking the place of her skin as the plant equivalent of her bones and muscles fused together before sending out thousands upon thousands of sensitive nerve endings that connected themselves to the armor that now encased Venus in a tight, faint orange shell. Her hands trembled and splintered loudly as the suddenly changed into sharp, gray claws while a large piston formed on the back of her elbows, merging with her arms beneath the thick layer of durable armor. Metal plating enveloped Venus' head and formed something resembled a Greek Corinthian helmet as a pair of small, pointed ears slipped out from beneath the armor just as her feet tore through her boots and turned into hard, metallic claws. The Omnitrix appeared on her chest between a pair of slight bulges in her armor where her breasts might have been as patches on her chest, knees, feet, and wrists turned a fiery pink in color, completing the transformation.

Jane slammed a hand down on the beeping watch face of the Nemetrix, swallowing herself in a flash of blood red light that warped and changed her DNA into something new that the world of Ever After had never seen in all its days. Her shoulders and back swelled with muscle and tissue as her bones grew bigger and bigger a loud, unsettling cracking noise while her spine ground and cracked before a second set of vertebrae formed underneath it and pushed upwards, forcing it up and out into the open air where it quickly hardened into bony plates with two, sharp fins that spread outwards with a third sprouting up and curving back. A long, bony tail whipped out from the base of her spine, muscle and tissue quickly enveloping it before skin and more bony plating covered the top, a spike forming on the end as four more, stegosaur-like spikes sprouted along her tail. Her legs made a sickening, wet sound as they split into two, forming a second pair that quickly bloated with muscle and bigger bones; her toes melted together into two, razor-sharp claws as her heels ground and popped out as a third talon. Jane's body lengthened and became segmented as her arms split into not one, not two, but three pairs whose fingers quickly fused together into two large claws. Her head bulged outwards as razor-sharp fangs ripped through her gums and four, bull-like horns grew on either side of her head. The skin around her head turned a deep, blood red in color as her segmented underbelly flashed a light lavender with the back plates turning a dark purple. A long hollow horn sprouted from her skull as her tongue swelled to fit her massive jaws and separate into sensitive forks while a large, red collar with the Nemetrix at its center appeared around her thick neck.

"C'mon, Jane! Put some petal to the metal!" Wreckta Scale quipped as the Talpaedan pumped her arms furiously to run towards one end of the out of control Fairest Wheel; Tyrannopede let out a loud roar and followed after her, positioning herself just behind the sturdy, metal frame of the amusement park ride and ramming her head forward to try and grind down the ride to a more steady pace. Wreckta Scale followed suit and pushed her metal claws against the bottom of the Fairest Wheel as hard as she could, wincing slightly as heat began to build up due to the intense friction; though, now that the she thought about it, the gigantic Tyrannopede was probably experiencing slightly more pain than she was, due to her skull having a bigger surface area than her hands. That, and the fact that it was her skull and not durable metal claws that could easily punch clean through the toughest rock.

"Kitty!" an ever familiar voice ruined the Daughter of the Cheshire Cat's moment; with a sigh, she turned around to smile smugly at Raven Queen. If looks could kill, the kitten would have been murdered twice over and then some from how stormy the witchling's irritated gaze was. "You gotta stop pulling all these pranks! Someone's bound to get hurt!"

"Hmm. Have you met me?" Kitty purred coyly. "'Cause, it's kinda my thing."

"But . . . you don't have to follow the same path as your mom!" Raven protested as Wreckta Scale and Tyrannopede finally began to make progress in slowing down the Fairest Wheel a little; the faint smell of smoke caused by the intense friction was mildly concerning however. "I mean, if you're a Rebel-"

"Ugh, why does anyone have to be a Rebel or a Royal!?" Kitty cut off with an exasperated sigh. "I do what I want. And I want to be like my mom!"

"Really?" Raven sounded surprised.

"Sure." Kitty smiled dreamily. She's beautiful and smart and creates more chaos than anyone Ever After!" she sighed happily. "Someday, I'm gonna make her proud of me."

"Uh, okay?" Raven blinked.

"Laters!" Kitty smiled before her entire figure was engulfed in a sparkling light that left her pearly, white smile hanging midair for a split second before it too vanished. With a sigh of defeat, Raven watched as Wreckta Scale and Tyrannopede finally managed to bring the Fairest Wheel to a stop, accepting the buckets of water they had been given by a few of the more concerned carnival goers for their burning body parts as the unfortunate Fairest Wheel riders slowly climbed off of the ride, staggering and dizzy. The majority of the line in wait took one look at the delirious fairy tales stumbling about like tea drunken Wonderlandians and decided that there were most likely far more safe attractions to attend.

"Don't you just love Spring Fairest?" Apple sighed happily as she came up to Raven's right. "It brings out the best in everyone!"

"You could say that." Raven mumbled as Tyrannopede offered her massive head as a support for anyone who was too dizzy; despite being a gigantic, alien predator that easily dwarfed an elephant, the majority of the unlucky carnival goers accepted the offer and could be found leaning against her head as they caught their breath and tried to calm their nerves. The Omnitrix fixed to Wreckta Scale's chest timed out mere seconds later, returning Venus to the world. "Should we head over to the Chef Showdown?"

"Absolutely! Though, I wonder what's taking Ben so long." Apple mused. "Normally it doesn't anyone this long, not even Cerise, to reach the Dark Forest and back. Especially if he turns into the Zippy-Speedy-Quicky-Guy."

"I think you mean Fasttrack." Raven corrected her before she caught sight of something odd; the witchling cocked an eyebrow as Tyrannopede gave a quick shake of her skull and drew her to her full height to look back out on the Spring Fairest, ignoring the yelps of protests as dizzy victims fell to the ground. The gigantic predator seemed to be entranced by something off in the distance in the direction of the Dark Forest, her large nostrils sniffing and flaring loudly as she then sampled the air with her long, slimy, forked tongue. With a loud roar, the Tyrannopede lunged its head downwards and picked Venus in its teeth before stomping off out of the carnival, making sure at least and try and avoid stepping on anyone its mad rush to leave the festival behind; Raven caught a glimpse of a curious Clawdeen and Skelita chasing after the gigantic animal. "Uh, what was that all about?"

"Must be a monster thing." Apple shrugged. "C'mon, lets go."

"Okay . . ." Raven relented; something felt off to her. She just couldn't put her finger on it. She kept that worrying little thought cooped up in the back of her head though as she and Apple headed over towards where the Chef Showdown would be held within minutes and where multiple chefs from all across Ever After (or at least Book End) competed against one another to try and create most delicious, mouth watering, page ripping dish they possibly could.

"Ooh, I wonder who the spellbrity judge will be?" Apple wondered eagerly until she and Raven caught sight of the empty and quite deserted, save for Madeline Hatter happily sipping a cup of tea with her pet dormouse, Earl Grey, while Kitty hungrily stuffed her face with a cotton candy and ice cream cone at the same time, relishing in the sweet tastes of both the treats and victory. "Where is everyone?" the princess wondered. "I know they wouldn't miss the Chef Showdown!"

"Wait . . . wait, w-we're . . . we're here." Holly moaned deliriously as she, Cerise, and Cedar stumbled up the stairs to the large, grand platform that the Chef Showdown would be held on with Lizzie supporting Briar right behind them, a slightly worried look on the Princess of Heart's face.

"Where have you all been?" Apple asked with concern, allowing Holly to use her as a support.

"Well . . . someone b-broke the . . . Fairest Wheel-" Briar tried to say before she suddenly grabbed an empty pot and promptly threw up the contents of her stomach into it, moaning even further as she leaned heavily against one of the counters that marked a cooking area on the platform; Maddie took pity on the reeling princess and dipped her hand inside her hat to pull out a small handkerchief to wipe her vomit stained lips with.

"We're looking at you . . . Kittys." Cerise tried to growl angrily at the two, spinning images of the Cheshire trying to act innocent before them before she promptly fell on the floor and curled up into fetal position to try and stop the world from spinning around her; it wasn't until Raven bent down to comfortingly rub her back and try to sooth her did a small smile and light blush cross her face underneath of her hood.

"Wow, hey! Lighten up!" Kitty frowned. "Gotta admit . . . it was really funny!" she giggled hysterically.

"The first chance I get, I am getting Ben to hurl you into orbit and see how you like it." Cerise frowned from the floor before moaning in slight agony and holding her aching stomach while Briar once again threw up into her borrowed pan.

"Kitty, we could have been hurt." Cedar frowned, narrowing her eyes at the crafty cat.

The Daughter of the Cheshire Cat rolled her eyes and disappeared in a sparkling light to then reappear before the small group gathered before her. "Look, if you all can't take a little . . . joke . . ." she trailed off when she caught sight of something unusually familiar out of the corner of her eye. Or rather someone. Squinting slightly to make sure she wasn't seeing things, Kitty watched as a tall, handsome boy with quail brown curls and piercing blue eyes dressed in a blue jacket with wild designs and a satchel over his back walked into the Spring Fairest Festival, admiring the bright colors and wondrous attractions while carrying a small, fluffy white rabbit in his arms.

"Alistair?" Kitty whispered, disappearing once more to then reappear farther down the staircase for a closer look. "Is it you?" she wondered when the boy caught sight of her and eagerly waved a hand. Now confident that she was right, Kitty eagerly rushed at the Son of Alice in Wonderland and slammed into him, hugging him tightly and burying her head into his shoulder as she squeezed the life out of him.

"Yay! Yay! Yay!" Maddie bounced happily as she merrily skipped all the way down the stairs after Kitty with a surprisingly excited Lizzie just behind her; the Hatter eagerly crashed into Alistair and sent both him, her, Kitty, and the small, white rabbit in his hands crashing to the ground as Lizzie skidded to a stop next to them all and bent down for a closer look, her smile broadening when she found that it was indeed her long lost friend.

"Maddie! Kitty! Lizzie!" Alistair laughed as he climbed to his feet and briefly embraced all his friends once more with the rabbit still resting snugly in the crook of his elbow. "We found you!"

"Ooh, who is this?" a seductive voice purred with interest. The group of Wonderlandians turned to see a girl with deep, peach skin dressed in a ruffled, white tutu with white leggings, black slippers, and her white, black, and lavender locks pulled up into a large, plush bun on her head held in place by a feathered, swan headband; the sudden appearance of the mysterious boy and his disapproving rabbit was starting to draw a crowd of curious fairy tales, of which Duchess was quite eager to be at the center of.

"Meet our good friend Alistair Wonderland!" Maddie smiled broadly. "None other than the son of the famous Alice!"

"And is that . . ." Lizzie wondered, taking a glance at the small rabbit in Alistair's arms.

"Yep! It's Bunny!" Alistair grinned, holding his arms up to allow the small, fluffy rabbit to leap out of his hands and into the air, encompassing itself in a flash of purple smoke before emerging as a beautiful girl with short, white hair and a small, black top hat between a pair of floppy rabbit ears.

"Daughter of the White Rabbit!" Bunny gave a smug smile, bowing lightly to the astounded crowd; some of however, were more amazed than others.

"Whoa! You're a girl!" Sparrow exclaimed. "Sweet fairy fire!" he grinned as he eagerly strutted up to Bunny and began to show off and pose for her, flexing his muscles and giving a bright smile much to Bunny's amusement; Alistair however, was less than amused as he quickly pushed past Maddie and Lizzie to stand between the gloating thief and his friend.

"Dude, she's with me!" Alistair snarled, pushing Sparrow back before he realized what he was doing. "Uh, I-I-I mean, standing . . . right here . . . with me!" he corrected himself awkwardly, mentally berating himself for acting in such a manner.

"It's been such a long time, Alistair," Lizzie sighed happily. "Since we last saw each other in Wonderland." she smiled dreamily.

Maddie however, and quite ironically, seemed to be the only actually giving any sort of form related to rational thought at all at the moment. "Wait a scoodle!" she exclaimed, shaking her head and giving herself a rather unfortunate eye cross in the process. "How did you two get here!?"

"I'd like to know that myself!" Headmaster Grimm's rough and oddly gentlemanly voice cut through the amazed crowd as he pushed past several students to stand over and intimidate the small band of Wonderlandians with his stern gaze and not-so impressive mustache; his brother, Giles Grimm was but a few stumbling steps behind him, quickly scooting his glasses back up his nose for a better view. "All the portals to Wonderland are sealed!" he added gruffly at having his power challenged.

"We found a way through." Alistair explained.

"Impossible!" Headmaster Grimm snarled, jamming an accusing finger at the Son of Alice in Wonderland.

"Well . . . except for that one that was left open," Giles remembered as he scratched his bearded chin in thought. "You know, to let a little bit of wonder flow in from Wonderland." he placed a hand on his brother's shoulder in an attempt to clam him down and least make him look more presentable to the gathering crowd.

"Oh, ah, right." Grimm cursed under his breath when he remembered the very entrance his brother was referring to; he was mentally berating himself for not pushing harder on the subject towards the Grand Coven to seal off every last one of the entrances and exits and portals to the contaminated world of Wonderland, but of course, that idea was shot down the instant he brought it up. No matter how hard he had protested and argued and threatened and even whined against the council, they had remained firm in leaving at least one blasted portal open for some odd reason that they didn't bother to share with the headmaster that for some other odd reason his brother actually seemed to know but refused to tell him. One of the many reasons he had placed the Babble Spell upon his brother in the first place and locked him in the archives underneath the school in the first place.

"Young man, I do not know what kind of trick you are trying to pull, but you are not supposed to be in this world!" the Headmaster spat angrily. "Ancestors knows we need another Tennyson around causing mischief and tricks and other nonsense and tomfoolery!"

"Who?" Bunny raised a curious eyebrow.

"Lets just say that a lot has happened since we last met!" Maddie giggled.

"Like what?" Alistair wondered.

"AAAAAAAAAAAAAAA-HHHHHHHHHHHHHHHHHHH!"

"Come back here! I got four fists, no waiting!"

Everyone briefly turned their attention away from the two, out of place Wonderlandians to see and quickly make a wide space as a woman with caramel skin, a large pair of bat-like wings, and a long tail tipped with a spade-like growth came hurtling through screaming at the top of her lungs as a large, burly Tetramand stomped after her with the intent of tying her into a knot; chasing after the both of them was a werewolf, a skeleton, a plant monster, and a sleek, lavender cheetah with indigo spots and a spiked collar around its neck. With a grunt, Four Arms launched himself through the air and delivered a painful anvil drop to Vanity's spine, crushing her into the ground as the ghouls and cheetah dog piled on top of him, pinning the slippery succubus to the ground.

"What the- What is the meaning of this!?" Headmaster Grimm roared angrily.

"I'm kicking this incubus slut's butt, what does it look like?" Four Arms as the ghouls climbed off of him as he drew to his full height, dwarfing everyone around him as he hauled Vanity up by the wrist. "And for your information, this is what a incubus looks like." he added, holding Vanity up for the Headmaster as a smug grin crossed the Tetramand's face.

"Enjoy this moment while you can, Tennyson," Vanity spat angrily. "Because you will rue the day you met me!"

"Hmmm, yes. A little late for that, now isn't it?" Skurd chuckled from Four Arms' waist, startling Alistair and Bunny out of their initial shock, amazement, and slight fear. With that being said, Skurd oozed his gelatinous body over the arms currently holding the succubus in place as his tapped into the Omnitrix's extensive genetic database and pulled a sample out, turning everything from the elbow down into a stiff, barrel-like appendage with three, stiff fingers that gripped Vanity by her thin waist tightly.

"Bomb voyage!" Four Arms cracked as he raised his Bombardian arm towards the sky and fired it off high into the way, shielding his eyes with a hand and watching as Vanity soared higher and higher into the air before the Miniboom finally exploded in a small, fiery cloud and sent her flying off towards the horizon.

"I'll get you for this, Tennyson! I'll get you!" the succubus cursed, her voice dwindling the farther away she got.

"Glad that's over with." Clawdeen dusted off her hands.

"You can say that again," Four Arms agreed as Skurd shifted himself off of the Tetramand's arm and returned it to its original form; it was then that the small band of heroes finally noticed that they were, quite literally, the center of the attention. "Uh, did we just miss something?"

"W-Who . . . Who are you?" Alistair marveled at a loss for words.

"Name's Ben Tennyson, Wielder of the Omnitrix." Four Arms replied, folding his top pair of arms over his chest as he shook both Alistair and Bunny's hands with the other set. "Hi, how ya doin'?"

"I haven't heard about your fairy tale." Alistair raised a suspicious eyebrow as he shook Four Arms' hand, wincing at the amount of pressure put on his fingers by the Tetramand's strong grip.

"I'm not from around here, kid." Four Arms chuckled lightly before a loud beeping filled the air, drawing Alistair's attention towards the Omnitrix fixed securely to the Tetramand's waist. "Wait for it." he added, holding up a finger before the beeping finally reached a climax and swallowed the bulky, four-armed alien in a flash of green light. His tough, crimson exterior softened and turned a bright peach in color as the massive amount of muscles that surrounded his buff arms and iron abdominals decreased dramatically while his sturdy skeleton crunched and snapped loudly, decreasing in size until he stood about even with Alistair. A fifth finger sprouted on each of his hands as his two, strong claws split into five, fleshy toes just as the lower set of arms that gave Four Arms his name were loudly slurped back into his body with a loud, sickening, crunching noise that made everyone's nerves stand on end; the short beard and handlebar mustache that decorated his strong chin and upper lip disappeared to be replaced by a head of shaggy, brown hair as his four, green orbs molded back together into a single pair as a black and green T-shirt with a white number 10 on the front, a pair of brown pants, green and white sneakers, and the Omnitrix materialized on him, Skurd appearing on the watch-like device fixed firmly to his wrist.

"There we go." Ben grinned before immediately hissing in pain and holding his shoulder.

"Ben? What's wrong?" Raven asked.

"Ah, nothing. Just a little sore." Ben lied.

"He got stabbed through the shoulder, dear girl! Do not believe his deceiving lies!" Skurd exclaimed, earning a mild look of annoyance as several gasps of surprise and shock radiated throughout the crowd; it was a well known fact made clearly obvious within merely days of meeting Ben that he was notoriously hard to wound, even fatally injure. Whoever had actually managed to only land a blow but a severe wound to him was deemed incredibly dangerous or at the very least, to be avoided.

"Si. I removed the spear from his shoulder myself." Skelita confirmed, earning a startled yelp when Bunny caught sight of the skeleton.

"Sorry." the Daughter of the White Rabbit quickly apologized.

"Oh, don't worry your teacups about her! Happens all the time!" Maddie beamed brightly.

"Si. Maddie is quite correct. My appearance does take a little getting use to." Skelita agreed.

"This is fascinating and all, it really is, but can someone kindly explain to me what in the name of the ancestors is going on here?" Alistair piped up, his mind reeling and leaving him confused; as if the Cheshire Cat's mind boggling riddles weren't enough, now there were four rather unusual and admittedly elegant monsters attending Ever After High in addition to a rather remarkable shape-shifter that seemed to have some sort of magical way of charming several members of the female species quite easily, if the way all four monsters, Raven, Apple, Cerise, and even Maddie were frantically fusing over his wound, even as it began to already heal itself.

"What is going on, is that we already have one troublemaker here and do not have room for two," Headmaster Grimm responded with a grumpy tone. "We already put up with this one."

"You're just mad that I beat you at Wonderland Chess." Ben smirked.

"Regardless," the Headmaster frowned, narrowing his eyes at the smug smirk upon Ben's lip and only mildly lightening his mood when the Omnitrix wielder winced slightly when Apple cautiously touched the wound in his shoulder and instantly jerked her hand away, looking at the small amount of blood that tipped her fingers with a look of awe, curiosity, and fear. Raven meanwhile, gently set her hand over the wound and closed her eyes, uttering a silent spell under her breath as her palm glowed a faint purple in color; Ben's pained expression lessened slightly, turning into one of mild relief as the stabbing pain in his shoulder went numb. Raven however just seemed relieved that the spell had worked and hadn't turned Ben into a chicken man. "You are not supposed to be in this world! You're no better than him!" he added, jerking a finger at Ben.

"I think you're gonna be a lot nicer to me," Alistair smirked smugly. "After I show what I've got in here." He pointed a thumb over his shoulder at the satchel on his back that Bunny had taken the liberty of already digging into.

"Oh, really? And what exactly is that?" Headmaster Grimm scoffed with a sarcastic eye roll.

"Oh, I dunno. Just the Storybook of Legends!" Alistair smirked triumphantly, holding out the ancient book for all to see as eyes widened, jaws dropped, and gasps radiated throughout the air. Needless to say, the Headmaster was quite surprised.

---

Ginger Breadhouse groaned blinked blearily at her surroundings, taking her glasses off of her face and giving them a good clean; when she had asked Madeline Hatter and Lizzie Hearts for helping in finding a source of Wonderland water, she never suspected that the very source of the water she desperately needed for her the Chef Showdown, the Well of Wonder, would actually manage to trick her into leaning too far over the stone edge and plunge down into the cool, rainbow stained waters that swept her through and along currents that twisted and turned at impossible angles. The ride had been so stomach churning, so wild, so wondrous, that she could have sworn that she was seeing things; she almost could have sworn that she had seen a boy and girl holding hands being swept through the nearly infinite tunnels and tubes just like her!

With her thoughts empty and her wits about her, Ginger gingerly placed her glasses back where they belonged and took note of her surroundings, noticing that she had landed in a large, metal teacup hanging from a rusted chain next to a derelict shack that stood poised and proud on top of a narrowly tall mountain top. The sky above her was a faint, sickly yellow in color and the land around was wilted and barren of anything that seemed even close to being alive; what little vegetation managed to gain a foothold in this place was withered and dry, begging for any sort of moisture available as the faint cawing of crows echoed in the distance. Ginger peered off towards the distance, quirking an eyebrow when she saw a faint, pink and purple glow off in the distance, noticing how the sky actually took on a healthy glow off in the distance and how ancient trees seemed to tickle it with their branches. It was then that Ginger actually realized where she had ended up.

"Oh, my fairy godmother! I'm in Wonderland!" she gasped.

---

M.N: To be continued . . .

B.P: Do we really have to end it there?

F.N: I'm afraid so, dear.

B.P: Aw. But I really hoping to get to the part where Ben and Maddie-

M.N and F.N: BROOKE! No spoilers!

B.P: . . . sorry.

F.N: I think it's time to bring in your brother, dear.

B.P: No! Not him, please! He'll drive me off the page until I'm crazier than Maddie!

M.N: I'm afraid it's for your own good, dear. Perhaps you'll be able to pick up a few pointers.

B.P: I bet Ben wouldn't criticize how I read . . .

---

And there we go!

Sorry to disappoint some of you, but this has got to be a two parter! Hey, Haunted was a three parter, and it was at least twice as long as Spring Unsprung is. Plus, I couldn't stand not getting this out before the big Thanksgiving break and just not getting it out in general. I love posting for you guys!

And so do I!

Ugh. I forgot you were here.

You didn't forget, silly! You just didn't remember!

. . . I am so confused. Regardless, comment, review, suggest and request down below!

Not just yet, silly! You still gotta make the list!

Oh, yeah. Either way, a reader asked me to list all of Ben's aliens in order from most powerful to least (in my opinion), so here we are:

1. Alien X

2. Atomix

3. Clockwork

4. Gravattack

5. Feedback

6. Way Big

7. Humungousaur

8. Diamondhead

9. Rath

10. Four Arms

11. Ghostfreak

12. Big Chill

13. Swampfire

14. Lodestar

15. Whampire

16. Armodrillo

17. NRG

18. Shocksquatch

19. Upgrade

20. Jury Rigg

21. Grey Matter

22. Brainstorm

23. Chromastone

24. Jetray

25. Eye Guy

26. XLR8

27. Fasttrack

28. Upchuck

29. Eatle

30. Cannonbolt

31. Whampire

32. Frankenstrike

33. Ball Weevil

34. Ripjaws

35. Buzzshock

36. Arctiguana

37. Crashhopper

38. Astrodactyl

39. AmpFibian

40. Bloxx

41. Blitzwolfer

42. Bullfrag

43. Echo Echo

44. Heatblast

45. Kickin' Hawk

46. Terraspin

47. Wildmutt

48. Wildvine

49. Water Hazard

50. Spidermonkey

51. Mole-stache

52. Toepick

53. Ditto

54. ChamAlien

55. Pesky Dust

56. Stink Fly

57. Nanomech

58. The Worst

59. Walkatrout

Hasta Luego!

Stop stealing my lines, woman!