"Ooooooh!" Kurumu growled. "If I can't take you from Moka, then I'm going to make sure she can't have you either!"

"Hey, hang on a sec!" Ben gulped as he backed away from the angry bluenette. She was reminding him too much of Gwen when she got ticked off.

To Ben's shock, Kurumu sprouted a pair of bat-like wings from her back while a tail with a spade on the tip slipped out from under her skirt. Her nails had even lengthened and looked like they could cut up a lot of things. Namely Ben himself!

"Now I'm mad!" Kurumu the succubus growled.

"I really should stop being surprised by things like this," Ben gulped.

"Come here!" Kurumu growled as she lunged at Ben.

"Woah!" Ben cried as he ducked underneath the blow. Several deep gouges appeared in the wall where Kurumu had struck.

Rolling to the side, Ben pulled back his sleeve and activated the Omnitrix, "Okay, you wanna fly? Let's fly!"

Pulling up the alien of his choice, Ben pressed the face to begin the change. Ben's entire body shifted and mutated. His entire head was encased in a black carapace as four tentacle-like eyes popped out from the sides of his head. His arms grew spindly as another set grew and his legs changed with them. His torso was covered in white carapace as a black abdomen grew out from his tailbone. A pair of orange wings sprouted from his back while the symbol of the Omnitrix appeared on his face.

"Stinkfly!" the alien insect grinned as he buzzed in the air.

Omnitrix Encyclopedia

Stinkfly A.K.A. Lepidopterran

These aliens hail from a swamp-like world. They have the ability to see in four different directions and have the ability to shoot high pressure liquids from those eyes. The liquid can range from a flammable fluid to an immobilizing jelly. Their claws and stinger make for a good melee weapon. A weakness they have is their inability to swim and if water touches their wings, they lose the ability to fly. An odd annoyance to this species is the foul body odor they excrete, hence Ben's name for it.

"Ewww!" Kurumu gagged as she held her nose. "Please tell me that's not your true form!"

"It isn't!" Stinkfly snapped. "It's just one of the only ones I have that can fly without effort!"

"Good," Kurumu smirked. "I wouldn't want to ruin the image I have of you. Now prepare to get swatted!"

"No way!" Stinkfly frowned as he began buzzing higher. "You gotta catch me first!"

Picking up speed, Stinkfly crashed through the infirmary window. Kurumu growled angrily before she took flight and followed. Both fliers were in the sky and one was diving at the other, hoping to disembowel him.

"Neener neener neener!" Stinkfly laughed as he stuck his tongue out at Kurumu.

"Get back here!" Kurumu hissed as she lunged for him again.

The angry succubus lunged at Stikfly again, aiming to slice off his wings. A wobbly eye turned to see if she was on his tail and he wasn't disappointed to see Kurumu. Within inches of hitting Stinkfly's body, the alien insect buzzed into the air, avoiding the attack.

"Take this!" Stinkfly buzzed before shooting streams of green slime out of his eyes.

Kurumu was hit with the green slime which pushed her down towards the ground. She hit a tree, but the slime solidified into a jelly. The succubus struggled with the substance, but it was proving uncuttable by her nails.

"Gross!" she gagged. She turned up to glare at the one who did this to her, instead, she saw Stinkfly flying above her with his stinger aimed at her neck. "Eep!"

"Now, are you going to back off?" Stinklfy asked with a frown.

"Ulp," Kurumu gulped. "Um…yes."

"Good," Stinkfy nodded. "Now hold still."

Using his six pinchers, he began to shred the jelly which was holding her in place. After a few moments, the slime was gone and Kurumu was free. Buzzing back a little, Stinkfly's body flashed green before shifting back into Ben.

"I'm flattered you want to flirt with me and all," Ben frowned. "But I don't appreciate being used as a toy against my friend."

"Sorry," Kurumu frowned sadly.

Ben sighed and rubbed the bridge of his nose, "It's no problem. Just try not to get carried away again, will ya?"

"Sure," Kurumu smiled weakly.

"Cool," Ben nodded with a grin. "Well, see you around."

Ben waved and walked away. Kurumu watched him go for a moment before a soft smile took her face. She also adopted a soft blush on her cheeks.

"Get out of our way!" Lizardman One growled at the group of two girls and one boy who were defending the little witch who so richly deserved punishment by them.

"Fat chance," Ben frowned. "I'm not going to let some punks pick on a little girl, even if she's a witch."

"Ben?" asked Yukari with some surprise. He was coming to her defense even after all the things she had done?

"And what do you think you can do about it?" Lizardman One hissed.

"Anything I can!" Ben frowned as he revealed the Omnitrix. Activating it, he scrolled to the image of an old favorite that he liked to use. Pressing down the face, his change began.

Ben's body immediately swelled like a balloon. His entire body turned white as his head was pulled into his torso. Yellow plating appeared on his back while his arms and legs turned trunk-like. His mouth filled with short but sharp teeth. His eyes turned completely yellow and it was obvious his muscles became quite advanced. On his forehead was the mark of the Omnitrix.

"Cannonbolt!" the new alien bellowed as he flexed his arms.

Omnitrix Encyclopedia

Cannonbolt A.K.A. Arburian Pelarota

This alien hails from the planet Arubia. Although the planet was destroyed by a cosmic entity in the past, Ben's form is possibly the last one. Its body is covered with near unbreakable plating which can resist heat, laser, and even acid. They can coil themselves into a ball and roll themselves into their opponents. However, they aren't the fastest species in the universe and cannot turn quickly, giving fast opponents an advantage in agility.

"Sugoi!" Yukari gasped as she took in the sight of Cannonbolt.

"What the-?!" one of the lizardmen gasped in shock. "Just what the hell are you?!"

"Your worst nightmare," Cannonbolt smirked. "And you are my scaly new bowling pins!"

Rolling himself into a ball, Cannonbolt began to spin rapidly. Kicking up dust, Cannonbolt fired at the lizardmen at a rapid pace. None of them could move quickly enough before being bowled down like bowling pins. They cried in pain as they were knocked to the sides and over the ground. Spinning to a stop, Cannonbolt got back on his feet as he turned to face the recovering lizardmen.

"Had enough?" he smirked.

"Not even close!" the leader of the lizardmen growled as he and his buddies got back to their feet. "I dare you to try that again!"

"You asked for it!" Cannonbolt laughed before he started stomping towards the three lizardmen.

"I can't let you leave," Mizore spoke softly as the lake froze over with a thick sheet of ice. Ice claws covered her hands while her hair seemed to turn to ice as well. "I suppose you can tell I'm a yuki-onna now. I will make you mine.

"Now, let's talk about this!" Ben cried before he lost all feelings in his feet. Grimacing, he looked down to see that his feet were encased in ice. "Oh man,"

"It will only hurt for a little while," Mizore smiled gently. "Then we can be together."

"I'd rather not be a popsicle!" Ben hissed before he reached for the Omnitrix. Shifting through the alien forms, he found another old favorite.

Pressing the face down, Ben's entire body was covered in red stone. The creases in between glowed brightly with heat. His face was turned to red stone with yellow flames rising from it. His hands swelled to a bigger size, meant for battle. In the centre of his chest was the symbol of the Omnitrix.

"Heatblast!" the fiery alien roared as he thawed out of the ice that tried to cover him.

Omnitrix Encyclopedia

Heatblast A.K.A. Pyronite

These people hail from the star Pyros. They are a magma-based life form that is capable of manipulating fire and temperatures to do whatever they want. They can even fly using thermal energy to propel them along. However, they are riddled with weaknesses. They are extremely vulnerable to water and other such fire extinguishing materials. They are also unable to lower their body temperature which makes it impossible to touch almost everything outside of their home planet.

"Too hot," Mizore mumbled as she shielded her face from the heat radiating off her target.

"And it's about to get a whole lot hotter!" Heatblast growled as he flared, making his fire even larger and causing the ice to crack all over the lake.

"Nnn!" Mizore gasped, backing away from the heat. "Stop it."

Waving her hand, Mizore sent waves of ice at the flaming Pyronite, hoping to extinguish his fire. Heatblast wasn't having any of that. Pointing his hands, he fired two continuous streams of fire. The two opposing elemental forces hit each other, creating a huge cloud of steam.

"Too hot, too hot," Mizore trembled as she recoiled from the steam.

"Seems a little on the cool side to me," Heatblast commented as he walked through the cloud of steam. Mizore trembled and tried to shield herself from the heat radiating from the alien in front of her. "Oh, sorry."

Heatblast stepped back and allowed himself to revert back to Ben. Mizore gave a soft sigh of relief, happy to be free from the flames that threatened to harm her so. Still, the heat had weakened her somewhat.

"Okay, if you wanted my attention you could have just said so," Ben sighed. "You didn't have to try and flash freeze me."

"I wanted to keep you," Mizore spoke softly. "I guess I can't."

"Great. Another girl crushing on me," Ben sighed to himself. "Gwen is not going to let me hear the end of this."