Author Notes:Hey you guys welcomed back for another chapter of Ben 10 High School DxD here's Chapter 3 I hoped you guys will enjoyed and like this chapter.

Last time while walking home from school until he had a strange feeling that someone or something. And he ended fighting a mysterious group called themselves Fallen Angels who were there to kill Ben at all costs by their Master and take the Omnitrix. So Ben fought them all one by one thanks to Chromastone. While fighting them Rias and her Peerage have arrived at the battle and are revealed to be Devils. Ben managed to be defeating the leader of the group of Fallen Angels with XLR8.

Now Ben is looking for answers what is going on in the town. What's gonna happen now. Now's let find out!

Disclaimer:I don't Ben 10 or High School DxD they belonged to owners.

Don't to forget fave, follow and leave your reviews.

Enjoy!


Chapter 3:A Deal with Devils and the Supernatural World

Kouh Academy

In Class 2-A was the last class today and the last class was Math and everyone including Ben was paying attention to the teacher as they were studying for upcoming math today. Ben was paying attention to the teacher was saying like his first and second days.

''Alright, can someone tell me what 10x10 =?'' asked the teacher.

With no one raising their hand and responding.

Ben raised his hand up. ''Okay, Mr. Tennyson what 10x10?'' asked the teacher.

''100.'' answered Ben.

''That's correct, nice job. Mr. Tennyson.'' smiled the teacher.

''Man, not only the nice guy is cute. He's also smart.'' commented a female student.

''I know I have to study with him sometimes.'' added another one.

The male students glowed at Ben for turning to steal the girls from him expert for Issei.

Ben has been study class subjects such as Math, Science, History, and Language thanks to his smartest transformations like Grey Matter or Brainstorm to write down notes so he can pass all of his classes for the rest of the semester.

After he countered with the Fallen Angels last night Ben had to keep his guard up for anything Supernatural.

Speaking Supernatural he remembered his talk with Gwen after he went back to his apartment.


Flashback Ben's Apartment...

Ben was in bedroom talking over his cousin Gwen over the phone.

''Okay, Ben tell what happened?'' asked Gwen.

''Well, after I went up to my dinner, I felt some weirdos were following me and they called themselves Fallen Angels.'' explained Ben.

''Well, that is bad.'' replied Gwen.

''So do you know what is going on here?'' asked Ben.

''Well those Fallen Angels are bad news and they were once Angels who have fallen into the grace of God and they are immortal enemies of the Devils.'' answered Gwen.

''What do you mean?'' questioned Ben, confused.

''I mean there are three powerful Supernatural Factions at war with each other or well they have a cease fire going on, one faction are the Angels of God who fight the other faction, the Devils who serve the Devil King and then there are the Fallen Angels who are also fighting the Devils so they an get back into Heaven.'' Gwen slowly explained to Ben so he would understand what she saying.

''Okay, I'll see what this is going on.'' said Ben starting to get serious, it makes sense the Omnitrix has been detecting unknown DNA samples around the school and the town.

''Alright, let focus on the Fallen Angels and why they want you dead.'' Gwen told Ben.

''Well attacked said that their Master wanted dead but they said they didn't mention their names.'' said Ben.

''Okay then, you do know they also attacked?'' inquired Gwen.

''Yeah, they did. They keep calling the Omnitrix a Sacred Gear whatever that is.'' answered the teen hero.

Gwen was speechless after hearing that.

''You know something do you?' asked Ben.

''Yeah, I do. You not gonna like lit.'' she replied.

''Why?''

''From what I've read about them. Sacred Gears are weapons and artifacts that were created by God himself to help the humans defend against supernatural threats during the Great War and in the future, Sacred Gears com in many shapes and forms and have incredible powers and abilities.'' explained Gwen.

''So do you know the Fallen Angels thought the Omnitrix was a Sacred Gear?'' asked Ben.

''When I read them Sacred Gears have left auras inside the human body. The Fallen Angels must confuse the energy coming from the Omnitrix as an aura from a Sacred Gear.'' reported Gwen. ''Their Master could view you as a threat to whatever it is a threat to whatever it is that they are planning which couldn't by any good.''

Ben sighed in annoyed.

''Just great, there are supernatural factions at war with each other, and I gonna be in the crossfire, I didn't even know they existed until now, I was just supposed to have a normal school life and graduate, so I could go back to being a hero and going school here and having a normal life is gonna be hard.'' he sighed.

''Do wanted me to called Grandpa Max and see if he can get you of there or send you some help?'' offered Gwen.

''No, don't do that cous, I don't want Grandpa or my parents worrying about me, I can handle these guys by myself.'' reassured Ben.

''it is whatever you want Ben, let e know if you find out anything else about the Fallen Angels and why they were after you.'' responded Gwen.

''Could tell one Devils' family named Gremory?'' requested Ben.

''From what I've read about the Devils. The Gremory Clan is one of remaining Pure Blooded Devil clans left after the rest of them will ended off in the last Great War, why?'' Gwen asked him.

''Because I go to school with a girl with the last name Gremory her name is Rias and she's a third year she's also the President of the Occult Research Club. So she and her Club members Devils and they came to fight the Fallen Angels. Since Devils and Fallen Angels are enemies, maybe they can help me find out why the Fallen Angels wanted me dead. They also told me to meet after school tomorrow.'' answered Ben.

''Okay, then I sure warmed Devils love acquiring those have Sacred Gears and reincarnating them into Devils so they can serve them in their Peerages, if you said that this Rias and her club members can helped you I won't stopped you. Weill I've got to get going, lots of tests to study for, if you come across anything else, I'm always here.'' Gwen told Ben.

''You'll be the first person I talk to.'' stated Ben.

Ben then hangs up his phone and sets it down on his night stand before laying down in his bed.

''I knew it was too good to be true, can't escape being a hero no matter I go, this must be what Professor Paradox warmed me about..'' Ben said to himself wiry a sigh as he looks up at the ceiling.


Flashback Over...

After his talk with Gwen Ben had to keep his guard for Fallen Angels or anything else Supernatural. Right after class he has to meet with Rias, and the Occult Research Club including Issei, Asia and Kiba well he has to tell them about his powers, the existing and his life as a hero. Since he has a lot of experiences fighting magical beings.

Then the final bell for today.

''All right class that enough for today, remember that your math test in 2 days, so study hard.'' announced the teacher.

Everyone picked up their stuff and walked out of the class Ben, Issei, and Asia were the last ones. Kiba came into the classroom. ''Guys, it's time.'' he told them Issei and Asia who nodded. Then they looked at Ben.

''You ready, Ben?'' asked Issei.

''Yeah.'' nodded Ben.

''Good, let's go.'' said Kiba.

Then the four of them walked out of the classroom heading towards the Occult Research Club building.


Occult Research Clubroom:Old School Building

Sitting down on the couch, Rias, Akeno, and Koneko who were already in the club room waiting for Kiba, Issei and Asia to bring Ben so can asked him some questions.

Rias was thinking about why there were Fallen Angels in her territory as well as why they after Ben, after Sizechs told her about Ben being a hero who saved all of reality. Rias wanted to know why Fallen Angels were showing once again after her and the others took care of the last group of them to show up.

''What are you thinking about Rias?'' asked Akeno.

''I was just thinking about the incident last night.'' answered Rias.

''You mean the one about Ben and the Fallen Angels?'' asked Konkeo.

''Exactly that one.'' answered Rias.

''I thought we'd deal with the Fallen Angels after we rescued Asia from the last group'' said Akeno.

''I know, Fallen Angels do whatever to please God.'' agreed Rias as she drinks her cup of tea.

''He must be more powerful than anyone. But the question is why the Fallen Angels are dear Ben.'' pointed out Akeno.

''When I was watching him he's like a nice and normal who trying to best in school.'' replied Koneko.

''I guess we have wait to until Kiba, Issei and Asia brings him and asked him why the Fallen Angels after him.'' suggested Akeno.

''I guess you a point there.'' nodded Rias.

Then a knocked on the club room was heard.

''You may come in.'' spoke Rias.

That when Kiba, Issei, Asia and Ben came into the club room and closed the door behind them.

''Hey guys, glad you made it.'' spoke Akeno.

''Yeah.'' smiled Issei.

''I see your bring our guest here.'' noted Rias.

''Yeah, I'm here.'' stated Ben. ''So, who are the other two members of your club?'' he asked looking Akeno and Kokeno he remembered them from last night.

''My name is Koneko Toujou.'' introduced Konkeo.

''And I'm Akeno Himejima. And I'm the Vice-President'' introduced Akeno with a bow.

''Right.'' said Ben. ''And I...''

''Ben Tennyson.'' interrupted Akeno. ''I know about you . You certainly handled yourself well last night.''

''Thanks.'' reported Ben. ''I've had been fighting for a long time.''

''Yes, we're very curious about your powers from last night.'' replied Rias. ''Please have a seat, Benjamin.''

Ben nodded in understanding and sat down on a couch across Rias' one. While the ones sit next to them.

''So what you guys wanted me about?'' inquired Ben.

''What do you know about the supernatural?'' questioned Rias.

''Well, there are three powerful Supernatural Factions at war with each other. Angels of God who fight the other faction, the Devils who serve the Devil King and then there are the Fallen Angels liked the ones who attacked me last night who are also fighting the Devils so they can get back into Heaven.'' began Ben remembered Gwen tell him about the war last night.

Rias seemed shocked. ''Well, you seem to know a lot. How you did know?''

''My cousin Gwen goes to a college called Friedkin University where she studies on magical and supernatural kinda stuff, like the Charms of Bezel, Angels, Devils, Demons, magic and much more of that stuff.'' answered Ben.

''She seems be into that stuff, huh?''

''Yeah.'' nodded Ben. ''What brings to my next are you guys really Devils?''

Rias nodded and answered. ''Yes, we are Devils.'' she and the rest grew the same bats. Ben was freaked out for a little. Rias giggled. ''But don't worry we not after you soul or anything we here to you.''

''Yeah you told me that last night, and I'm afraid of anything or anyone.'' replied the teen hero.

Then Rias and the others' wings disappeared and sat back down.

''So, Ben what can you tell us about your Sacred Gear?'' asked Kiba.

''Yeah, I've never anything like before.'' agreed Asia.

''Yeah I'll bet it's cool like ours.'' grinned Issei.

Ben took a deep breath and showed the Omnitrix. ''Well, it's actually. a Sacred Gear. This is the Omnitrix. The most powerful device and it doesn't work because of magic like your Sacred Gears, it's work of science.''

''Then about that crystal and dinosaur monsters you transformed last thing, that's magical to me.'' pointed out Issei.

''Well my transformations may look like monsters but actually are aliens. I'm transformed into aliens not monsters.'' explained Ben.

After he said that Issei busted in laughter.

''Ha, ha, ha! Man you're crazy! Alien? Ha! There is no since things as aliens!'' laughed Issei.

''Hate to agree with the perv. Yeah there are no such things as aliens.'' reported Koneko.

''I'm telling you guys the truth!'' protest Ben. ''I'm transformed into aliens! I saved the world and the universe multiple times!''

''Really? If you do this big hero thing. Then how come me and anyone have never heard of you before you came here superhero?'' asked Issei continued to laugh.

''I don't know why no one Japan knows who I'm that's why I was sent here to have a normal life and look that turned out.'' answered Ben.

''Looked, Ben you can believe all you wanted.'' remarked Kiba.

''I don't think it's fair to call Ben crazy. I mean if there are beings outside the planet besides Devils, Angels and Fallen Angels.'' assured Asia.

''I think saying it's kinda cute.'' commented Akeno with a childish grin.

Ben was groaned annoyed.

Then Rias spoke up. ''Well actually the things Ben has done are true.'' Everyone included Ben face the red haired beauty. ''My brother Sirzechs told me what Ben had done, may not know what he looks like but do they know his name and what he has done.'' she held up her hand on the table then a red magic circle appeared and posters of Ben with the word Ben 10 on them. ''After we deal with the Fallen Angels have my Familiar teleported to America and she finds these and asks people some questions like Ben is the greatest on Earth from alien threats.''

Rias' Peerage was shocked and surprised as they turned around to Ben.

''So...then the new guy is really a superhero?'' asked Kokeno.

''Oh my.'' giggled Akeno.

''Mind blow.'' muttered Issei.

''Okay as I was saying.'' began Ben. ''This is Omntrix the powerful device in the universe. Which allows the user transformed into various alien species created by Azmuth of the Galvan the smartest being in 5 Galaxies in which the alien races to understand each in another's shoe.''

''Interest.'' smirked Rias. ''You tell how you find that device?''

''Yeah.'' nodded Ben.

Ben explained to them about the faithful summer road trip with his cousin Gwen Tennyson and their grandpa Max Tennyson when he was 10 years old and the night he walked into the forest where he discovered the Omnitrix. He decided to use the Omnitrix to help people and become a superhero by the nickname Ben 10. He has many adventures, he has the world and universe multiple times by defeating countless villains. He explained how he was enrolled to here by parents and grandpa who wanted him finished his last two years of high school and graduate and have a normal life.

''Wow, that's amazing.'' smiled Kiba in amaze.

''And awesome, dude.'' commented Issei starting to like Ben already.

''Also strong and brave.'' added Asia.

''Also cute.'' giggled Akeno.

''Thank you guys.'' said Ben with a smile.

''So how many aliens can you transform into anyway?'' asked Konkeno eating and licking a cone of ice cream.

''Well I started with 10, over the years I've unlocked at least 110 of them. But there are 1,0000 of them.'' answered Ben.

''1 000!'' exclaimed Rias in shock.

''That's a lot.'' stammered Issei.

''So many powers that forms can do?'' inquired Kiba.

''Let's see. Superhuman Strength, Superhuman Speed, Flight, Elemental Powers, Regeneration, Invisibility, Intangibility, Energy Absorption, Telekinesis, Telepoartion, and many more.'' explained the teen hero.

Rias and the others were shocked and dumbfounded. After all Ben told them that he has 6 years of crime fighting experience.

''So, we can see another one?'' requested Akeno.

''Yeah, I wanted to see.'' agreed Issei.

''Sure.'' said Ben.

Ben activated his Omnitrix scrolling through his alien playlist and selected the icon that he was looking for and slammed the dial; he was engulfed in a flash of green light, Rias and the others shielded their eyes from the light.

When the green light died down standing in Ben's place with a humanoid moth-like alien with a blue robe with a hood, giving him the appearance of a phantom. He has a black and blue body. He has cyan patches that resemble ice chunks on legs and arms. His eyes are bright green, with small dark spots inside. His mouth is a frown showing four bluish-white teeth, which rarely moves, even speaking. He has three point fingers and a thumb on each hand, and three on each foot; tow in front and one behind. He unfolded his robe, which was revealed to be four wings and a pair of funny antennas. He wears the Omnitrix symbol on his chest.

''Big Chill!'' he shouted in an eerie whisper voice.

Rias, Issei, Kiba, Akeno, Konkeo and Asia gazed as they never seen anything like a Necrofriggian before.

''Whoa, that's amazing.'' breathed Issei impressed.

''A moth looking one.'' smiled Kiba.

''So what can this guy do?'' asked Konkeo.

''He can do this.'' said Big Chill. Big Chill turned intangible and phased through the floor and he was behind Koneko.

''What was that?'' she inquired.

''Intangibility.'' answered Big Chill.

''So what else can this guy do?'' questioned Issei.

''He can do this.'' replied Big Chill. Big Chill took a deep breath at the walls and they were suddenly completely frozen by a thick layer of ice.

''Whoa, Benny has ice powers too.'' commented Akeno.

Rias was impressed, her brother was telling the truth Ben is a helpful and good person with him on her side and maybe he can help her in an upcoming arranged marriage.

Seeing how they seen enough Big Chill slapped the Omnitrix symbol and transformed back to Ben and sat back down and continued talking with the club.

''Okay, so you said that your parents and grandfather translated you here so that you can graduate and have a normal life?'' asked Akeno.

''Yeah.'' answered Ben.

''And they sent you to a country where no one knows who you are and the fact that aliens don't exist? Is that Japan?'' inquired Asia.

''That's right. I don't have a choice I'm to make them proud and happy. But this town Kouh isn't normal there are 3 Supernatural Factions at war with each other and I'm in the crossfire between it.'' pointed out Ben.

''Speaking of Supernatural. Do you why the Fallen Angels after you?'' asked Rias.

''They said that their master wanted dead.'' he answered.

''Did you say who their master was?''

''No.'' Ben shook his head. ''But I think I have a theory.'' he elaborated.

''What it is?'' asked Rias.

''Didn't you say that your brother and the rest of the Under World have heard of me?''

''Yes, why?'' wondered Rias.

''I think that someone or something in Supernatural doesn't let anyone know about me here in Japan. And the Fallen Angels' wanted me out of the way to whatever they are planning to do something really bad.'' suggested Ben.

''You do have a point, Fallen Angels do whatever is always planning something bad and they view someone powerful as a threat to their plan.'' reported Kiba.

''That's exactly what Fallen Angels do to please their belonged God.'' agreed Rias. ''When a group of them sent by their Master fail to killed the target and they send another to finish the job.''

''Okay then.'' continued Ben. ''Here's how we gonna find out, when another group of Fallen Angels showed up after we defeated them then we made them talk then we know who their Master is and why they wanted me dead.'' he finished.

Rias and the others nodded in agreement.

''Sounds good to me. We helped anyway we could for Ben.'' smirked Rias and the rest of Peerage nodded in agreement.

''Oh and one more thing.'' said Ben.

Ben activated his Omnitrix again; the flash of green light lit up the room. When the green light died down, Ben looked exactly the same but with the large bat wings they did earlier.

''When we fought the Fallen Angels last night, the Omnitrix must've sampled your Devil DNA. Guess that makes me now a member of the club.''

''When it's settled now. Welcomed to the Occult Research Ben Tennyson.'' greeted Rias.

''Yeah, you're gonna like it here.'' laughed Akeno.

The club welcomed its newest member.


Mr. Smoothies:Kouh

After Ben left school and joined the club, since Rias told him there were no club authorities today so headed for him before he discovered that there was a Mr. Smoothies nearby. There was still daylight left and Ben decided to get some smoothies before he headed home.

''This sushi and wasabi smoothie really is something else.'' said Ben as he finished another smoothie.

Ben crushed his Japanese themed Mr. Smoothie cup and went to buy himself another smoothie.

''I am definitely going to try the calamari and ginger root smoothie next.'' replied Ben as he walked up to the counter.

As Ben walked up to the counter, he get a familiar strange feeling and stopped walking.

''More of you Fallen Angel guys?'' asked Ben annoyed.

Ben turns around and saw four Fallen Angels standing there with their own unique weapons.

''Looks the Sacred Gear user has gotten better at detecting us.'' said one of the four Fallen Angels.

''Too bad it won't save him.'' replied another one with a laugh.

''Look, the last time a group of you jerks tried to jump me, things didn't end well for you, all I wanted was to drink my Mr. Smoothies and go home.'' Ben told the Fallen Angels.

''You may have defeated Zana and his group but that doesn't mean you'll defeat us.'' one of the four Fallen Angels told Ben.

''If you guys are sure about doing this, don't get mad at me when you lose.'' stated Ben he needs answers from these guys as he he activated the Omnitrix.

''Kill me now before he can transform.'' ordered the leader of four Fallen Angels.

All four of the Fallen Angels activate and ready their weapons to fight Ben with. One of the Fallen Angels as a morningstar mace while a second one has a large halberd, a third one of two bladed discs and the fourth and last one has a massive claymore-like sword. All of the Fallen Angels charge forwards at Ben and try to attack him before he can transform. Ben barely got out of the way as the Four Fallen Angels ended up destroying the table he was standing next to.

''Better hurry.'' said Ben as he goes to select an alien to transform into.

Ben was able to duck and saw the disc weapon cut the umbrellas off of multiple tables as it flew over him.

''That was a close one.'' replied the teen hero with a sigh of relief.

''You aren't safe yet.'' said one of the four Fallen Angels as he tried to slam his halberd down on Ben's head.

''DIE!' yelled a Fallen Angel as he tried to crush Ben with mace.

Ben slid himself backwards as the mace came down and created a small crater in the ground. These Fallen Angels were not going to let Ben transform at all. He needed to transform into something before one of those Fallen Angels killed him. So Ben quickly activated his Omnitrix and selected an alien that can helped survived the Fallen Angels's bladed weapons.

''Here we go!'' cried Ben.

''STOP HIM!'' screamed one of the Fallen Angels.

All Four of them took to the air and charged at Ben, right as he slammed the dial of the Omnitix down. The Four Fallen Angels were blinded by the bright green light that engulfed Ben. As the green light died down. Standing in Ben's place was a humanoid plant-like alien that has an overall green and black colored body mostly with a flame-pattered head and root-like feet seemingly holding rocks. Also, his shoulders and head red petals. He is taller than an average human. He wears the Omnitrix symbol on his chest.

''Swampfire!'' he shouted in a nasally voice.

The Fallen Angels landed on the ground next to Swampfire and covered their noses from the Mathhanosian's rotten smell.

''Ew! This guy smells bad!'' muttered one of the Fallen Angels.

''I know.''

''It doesn't killed him now!'' ordered a Fallen Angel.

The Fallen Angels threw their disc weapon at Swampfire's arm and cut it off.

''Ha! You are not so touching! Huh?'' laughed the Fallen Angel.

Swampfire smirked as suddenly vines from his dropped arm reattach his arm shocking the Fallen Angels. ''You the one to talked.''

Swampfire engulfed his hands and fired a blast of fire at Fallen Angel with the disc weapon sending him to nearby wall knocking him out cold.

''You punks give up or are you thirsty for more?'' Swampfire asked the other Fallen Angels.

''We won't stop until you are dead.'' spoke a Fallen Angel.

''We will have your head.'' added another one.

''Your buddies said the same thing when I fought them and looked what happened.'' pointed out Swampfire.

''Enough talking, kill him NOW!'' exclaimed one of the Fallen Angels.

''Then I think it's you three cool off.'' quipped Swampfire.

Swampfire slapped the Omnitrix symbol and he was replaced by...

''Big Chill!'' he shouted.

The remaining Fallen Angels charged at Big Chill who turned intangible and their attacks phased through him.

''What the?!'' panicked one of the Fallen Angels.

Big Chill flew in mid-air. ''Intangibility you can't touch me. explained the Necrofriggian '' The Fallen Angel with the halberd flew next to Big Chill and swung his weapon at him. But thanks to Big Chill's Intangibility he did nothing. Big Chill used his ice breath to freeze the Fallen Angel in a block of ice and the ice fell on the ground knocking the Fallen Angel out.

With that Fallen Angel defeated there were only two left for Big Chill to face.

''You guys sure want to go with this butt kicking?'' he asked two remaining Fallen Angels.

''We refuse to give up now.'' answered one of the remaining Fallen Angels as he aimed his massive sword at Big Chill.

''We will not fall our Master.'' responded the other Fall Angel.

Ben let out an annoyed sigh, he really didn't want to be dealing with Fallen Angels right now since he need answers from them.

''Fine then, let's get this over with quickly.'' said Big Chill.

Big Chill slapped the Omnitrix again transforming again, and he was replaced by...

''XLR8!'' he shouted as his visor went down and he began zoom around the two Fallen Angels.

The Fallen Angel with the mace swung his weapon around at XLR8, trying to hit. He was too fast and the Fallen Angel ended up only destroying nearby tables instead of hitting XLR8. The Fallen Angel with the claymore sword tried to XLR8 while he was running but ended up missing and got hit by the spiked mace ball.

''Watch where you are swinging that thing you fool.'' the Fallen Angel told his comrade as he rubbed the spot of his body that got it.

''Sorry but this human is just too fast.'' replied the other Fallen Angel, apologizing.

''It doesn't matter, if we don't kill him, the Master will kill us instead.''

''Maybe you guys shouldn't have messed with me in the first place.'' stated XLR8

''You are a threat to our Master's plan just like those Gremory Devils.'' reported one of the Fallen Angels.

''You will die and so will they.'' added the other Fallen Angel.

''Alright, I have enough of this. It's time to go Ultimate!'' yelled XLR8.

XLR8 slapped the Omnitrix symbol this time four spikes popped out as a flash of green light spread his body. When the green light died down. XLR8's blue skin is navy blue, his claws, and feet are now white. He has white white stripes on his arms, spikes on shoulders, elbows, and knees. His tail now has navy blue and white stripes with spikes on them, his wheels now have wheel disks. He has now four green eyes and a upgrade visor.

''Ultimate XLR8!'' he shouted in a deeper raspy voice.

''What the hell?!'' snarled one of the Fallen Angels.

''He's evolved!'' added the other one.

''Let's dance!'' grinned Ultimate XLR8 as the visor went down and zoomed towards the Fallen Angels who tried to use their weapons but Ultimate XLR8 dodged them. He then started around his foes in a vortex then Ultimate XLR8 jumped into the vortex kicking and punching the Fallen Angels. He created a portal and kicked them into the portal and sent them flying with an energy beam and they landed on a table.

Now that the Fallen Angels were finally defeated. He wrapped them a chain.

''It's looks it's over.'' smiled Ultimate XLR8 in a flash of green light he transformed into normal XLR8 and another flash of green light he transformed back to Ben.

''It seems like you handled it all by yourself.'' spoke a familiar voice.

Ben turned around to see Rias and the rest of her Peerage arrived after he defeated the Fallen Angels.

''Hey, guys what are you doing here?'' asked Ben.

''We were told that another group of Fallen Angels came to kill you and we came to help fight them It looks like we arrived too late.'' answered Rias.

''It looks like you take care of them on your own.'' smiled Akeno.

''Yeah, I'm shown to them that you don't mess with Ben 10!''' grinned the teen hero.

''You sure, showed them who's boss.'' commented Issei with a grin.

''Yeah, now let's get some answers from these winged freaks.'' remarked Ben as Rias and the others nodded in agreement.


Occult Research Clubroom

The Fallen Angels finally opened their eyes and found themselves bound by the same chain. They looked up and saw Ben, Issei, Rias, Akeno, Asia, Kiba, and Kokeno looking down at them.

''That's red hair, you must be Rias Gremory of the House of Gremory.'' guessed one of the Fallen Angels.

''Yes, that's right I'm the next head of the Gremory Household and this town is my territory.'' said Rias. ''And I'm gonna ask you why after Ben?'' she demanded.

''We were ordered by our Master to kill him in all causes.'' answered the Fallen Angel.

''And who was it?'' asked Issei as he and others ready their powers and Sacred Gears expert for Asia.

''I'm not telling you Devils anything.'' stunned the Fallen Angels.

''Yes will you.'' stammered Rias.

''Hold on, Rias I've got this.'' said Ben.

Ben activated his Omnitrix and after he selected the icon he wanted and slammed the dial down. When the usual green light died down standing in his place a phantom/ghost-like alien with a gaseous appearance and claw-like hands with white skin with black lines running all over him. He had a bigger green with a black pupil. He wears the Omnitrix symbol on his chest.

''Ghostfreak!'' he shouted in a faint and whispered voice. Ghostfreak turned around to see the others. ''You guys should look away for a bit.'' he replied as the others turned around. ''Will you tell me?'' he asked the Fallen Angel.

''Nice try. I'm not scared of no ghost.'' responded the Fallen Angel.

''Scary? You want to see something really scary?'' asked Ghostfreak.

Ghostfreak held the black fold on his chest, and opened it. The Fallen Angel's eyes widened and he started screaming as he saw a bunch of black and white tentacles exploded out of the Ectonurite's chest.

''Ahhhhh! Okay! Okay! I will talk! I will talk!'' yelled the Fallen Angel.

''There we go.'' stated Ghostfreak in a flash of green light he transformed back to Ben.

Everyone turned back around and looked at the Fallen Angel.

''Now who was it?'' inquired Rias.

''It was our General Kokabei. He said that wanted the human dead.'' answered the Fallen Angel.

''Who's Kokabei?'' questioned Ben.

''Kokabei is a Fallen Angel General who serves the leader of the Fallen Angels, Azazel.'' answered Akeno.

''So this Kokabei, send you and the group to kill me?'' Ben asked the Fallen Angel.

''Yes, he wants you out of the way and so won't stop his plan.'' answered the Fallen Angel. ''That's all we know.''

''Okay, that's all the answers we need for now let's get these-'' Ben was cut off when suddenly a fog surrounded him and everyone else and the fog disappeared and the Fallen Angels were gone. ''They're gone.''

''It's like they were taken away from their allies.'' noted Kiba.

''That's what Fallen Angels do.'' pointed out Rias.

''Okay, it's getting late. I'm gonna go home besides we have school in the morning.'' said Ben.

''You're right, we better call out for tonight.'' agreed Issei.

''Alright, bye school see at school tomorrow.'' waved Ben as leaves the room.

Rias told the others to go home as well.


The figure were the night before was watching the whole thing and they were angry as the Fallen Angels failed to kill Ben.

''Damn those fools couldn't kill him either. That's it from now on I'll handle the hero and the Gremory Devils myself.'' said the figure.


A/N:Well that is for now Chapter 3 reader I'm hoped that you guys enjoyed and liked it.

It looks like Ben finds out why the Fallen Angels are dead and their master's name.

The aliens Ben used were Big Chill (2x), Swampfire, XLR8 and Ghostfreak.

And Ultimate XLR8 is first ultimate form in the story I've got his design from sonic20999 on DeviantArt.

Just one more chapter and the Riser Phenix arc starts.

Anyway that it is for now see you guys in the next chapter.