Hey everyone, I'm sorry I haven't all will be explained below.

Loly's Revenge - Part 1

Loly waited impatiently as she paced to and for across the little warehouse, she and Menoly were currently hiding at.

"What is taking them so long?" she snarled.

As if by magic, the door to the warehouse opened. Entering was Ggio, Parduoc, and Poww.

"Were you followed?" Loly asked.

The three shook their heads. "No. But we must be careful," Poww said. "Findor is suspicious though."

"Has our cover been blown?" Menoly asked nervously.

"No," Ggio said. "He just suspects, nothing definite."

"Good," Loly said. "We can't let anyone find out about this."

"But we must act fast before he decides to alert the others," Parduoc said.

Loly nodded. "Did you get the information we need?"

"Indeed," Poww said, with a bow. "It should prove most useful to us."

Loly's smile turned sinister. "Good. Soon I'll have my revenge on Ben Tennyson!"

"Don't you mean, 'we'?" Ggio corrected her.

"Of course, Ggio," Loly said nonchalantly.

"How do you intend on pulling this off?" Parduoc couldn't help asking. "Getting our…allies won't be too hard, but Ben Tennyson has the power of several Espada on his side, not to mention their Fraccion. We're outnumbered and…outmatched."

Loly snarled at him.

"He has a point," Poww said, crossing his arms. "If we hope to stand a chance against Ben Tennyson, we must find a way to prevent the others from reaching him. And vice versa."

Loly hissed in anger, but she grudgingly knew they were right. Maybe her encounter with Nightmare managed to shock some sense into her.

So, what could they do? All of them together might be able to take Ben down but not the others. They would need to separate Ben from the others.

Suddenly a wicked idea came to Loly's mind. "I know just the thing."

Ben's mind had definitely not been on his schoolwork as the lesson droned on. Sung-Sun noticed this all during class and was a little worried for him. After the bell rang, she made her way over to him.

"Ben? Are you alright?"

As if in a daze, Ben shook his head. "Huh? Oh, hey Sung-Sun."

Sung-Sun frowned. "Ben, you really seem out of it today. What's wrong? Did you not get enough sleep last night?"

Ben shook his head. "Nothing like that," he said. "I just have a lot on my mind right now. I'll talk to you later." He waved as he went off to his next class.

Sung-Sun's frown deepened. Ben was fine yesterday and this morning so what was with this sudden change in attitude?

Later at lunch, Sung-Sun approached her teammates.

"Have you noticed Ben's been acting odd lately?" She asked Mila Rose and Apacci.

"Yeah," Appaci noted. "It's like the lights are on but nobody's home."

"He seems to have a lot on his mind," Mila Rose pondered. "But what, I can't imagine."

"He said he's alright," Sung-Sun said. "But I'm worried about him."

"Harribel-sama noticed it," Apacci said. "She doesn't know what's wrong with him and she's worried too."

"We'll confront him after school," Mila Rose said. "Whatever's bothering him, he needs to know he can trust in us."

The other two nodded. Something was up with their boyfriend, and they were determined to find out what.

School went by as per usual, Ben still looking like his head in the clouds. This only made the girls more concerned for him.

Once school was over and the four were in Ben's car…

"Ben's, what's wrong with you today?" Apacci straight up asked.

Sung-Sun rolled her eyes, and Mila Rose resisted the urge to smack her forehead. Apacci had absolutely no tact whatsoever.

"Ben," Sung-Sun said. "We're worried about you and if there's something wrong, you can tell us. We're here for you."

Ben hung his head, feeling guilty for worrying his girls. "Sorry," he said.

"Apology accepted but you still need to tell us what's wrong," Apacci told him.

Ben sighed as he looked out at the windshield. "It's that promise I made to all those Hollows about how I'll turn them into Arrancar."

The girls were caught off guard as they had not been expecting that. To be honest, they had all but forgotten about that incident.

"I'm nowhere closer to turning all those Hollows into Arrancar," Ben said, throwing his hands behind his head. "I mean, I told them I'd make them Arrancar but I still don't know how I'm supposed to do that. And it's been…oh, man has it been months, already? Man, I feel like, aside from a few battles here and there, I haven't really been doing anything. Why'd I have to go and open my mouth like that?"

The girls gave their boyfriend a sympathetic look. "Don't be like that, Ben," Apacci encouraged. "You were just trying to help. Your idea is awesome. You just didn't think it through."

Ben groaned.

Apacci looked at her feet. "Yeah. I mean, what can you do? You could try the Hogyoku like Aizen did."

Ben gave an involuntary shudder. The thought of him doing anything related to Aizen made him uneasy. "Can I? I mean, I'm nowhere near as powerful as he was."

Harribel had explained to him how Aizen was able to temporarily bond with the Hoygoku while it was still asleep to make his Arrancar Army. But the reason he was able to pull it off was because he had twice as much reaitsu as a captain.

"Shouldn't matter now that the Hogyoku is awake," Mila Rose pointed out. "I mean, remember how it did all that stuff for you before Aizen fused with it? It seems to kinda like ya so maybe it'll help you out."

Ben scratched his head furiously. "Sadly it's the only thing I can think of."

Apacci smirked. "Too bad your Ultimatrix can't make other life forms evolve. Then maybe you could use that to make the Hollows into Arrancar instead."

Ben suddenly froze, a wide-eyed, slack jawed look on his face.

"Ben?" Sung-Sun asked. "Are you okay?"

"That's it!" Ben said cheerfully. Suddenly he grabbed Apacci and planted a deep, passionate kiss on her lips. Apacci stiffened in shock at the pleasant, tingling sensation that shot through her body. When Ben pulled away, she was dazed and confused, but certainly happy. Sung-Sun and Mila Rose were baffled by this sudden turn of events.

"Was it something I said?" Apacci practically mumbled.

"Apacci, you're a genius!" Ben beamed happily.

Appaci's eyes widened. "I am?"

"She is?!" Mila Rose exclaimed while Sung-Sun gave Ben a questioning glance. Apacci glared at both of them.

Come on!" Ben said excitedly, starting up the car. "Let's get the others! I think we've got the answer!"

The girls weren't sure what was going on, but they were relieved that Ben was at least in much higher spirits.

The first thing Ben did was call up the entire gang and tell them to meet up at Los Soledad. Everyone was confused by how energetic and excited Ben was, but they complained anyway. It took a while, waiting for everyone to get down with their respective jobs and errands but soon the whole gang was rounded up in Los Soledad.

"So, what do you think's gotten into Ben?" Kevin asked Gwen.

"I don't know," she admitted. "But he sure sounded happy."

"Why was he so vague over the phone?" Nelliel asked.

"I believe he wants this to be a surprise," Harribel suggested.

Starrk and Ulquiorra were bored and stoic respectively as usual. Lilynette was energetic, Findor, Charlotte, and Redder were all wondering what Ben wanted. However, Ggio, Parduoc, and Poww were impassive. They had to attend this undoubtedly pointless meeting to keep up appearances. Not to mention there just might be something useful from all of this.

They grouped together in Paradox's old lab, where Ben, Apacci, Mila Rose, and Sung-Sun were waiting. Ben had a big smile on his face as everyone filed in.

"Well, we're all here," Kevin said. "So what's the big news?"

Ben's smile now showed teeth. "I think I finally have a way to turn all the Hollows into Arrancar!"

Well that was certainly a bomb to drop. Even the usually emotionless Ulquiorra was stunned by this revelation.

"Ben's that wonderful!" Nelliel squealed, giving Ben a flying tackle hug. It took all of Ben's strength not to go crashing to the floor.

"That's fantastic news!" Charlotte beamed. "I had to admit, I was worried you weren't gonna fulfill that promise."

"What's the plan, Ben?" Redder asked excitedly.

"Thank Apacci," Ben said, pointing to his heterochromic girlfriend, who turned sheepish at the sudden spotlight. "She's the one who gave me the idea."

"Her?!" Kevin asked, in a manner not unlike Mila Rose's earlier expression.

Apacci glared at him. "What's that supposed to mean, you bastard?!"

"It means you're not the brains of our group," Mila Rose said snidely.

"What and you are, Gorilla Face!?" Apacci snapped.

"Gorilla Face?!" Mila Rose howled. "Why I oughta…"

"Can't you two give it a rest," Sung-Sun sighed. "Clearly neither of you have much intelligence, so there's no point in arguing which of you is dumber."

"You have a death wish, Sung-Sun?!" The other two yelled in unison.

"Girls," Harribel said. All three of her Fraccion froze. "Please let Ben continue."

The three quickly stopped what they were doing. Ben took that as his cue to proceed.

"Well," he went on, trying to get back on track. "Apacci said it was too bad my Ultimatrix couldn't make other species evolve. So, I figured…why not?"

Gwen raised a brow. "You're gonna try and use the Ultimatrix to evolve Hollows into Arrancar?"

Ulquiorra cupped his chin.

"Yeah," Ben said. "I mean, I might need to have Azmuth take a look at it and see if he can calibrate the Ultimatrix to evolve other lifeforms but this could be the solution!"

"It is a possibility," Ulquiorra said. "But there is no definite guarantee the Ultimatrix will actually work. For one thing, Hollows and Arrancar are far different than your aliens. Can you truly calibrate it to affect spiritual beings?"

"It was able to restore my mask when it was broken," Nelliel pointed out.

"This is true," Ulquiorra acknowledge. "But I'm sure there exists plenty of explanations. And evolving Hollows into Arrancar is a great step from fixing mere mask remains."

"Why don't we have Urahara and Azmuth both look at it?" Gwen suggested. "Urahara is the smartest person we know about this spirit stuff. Maybe he can help Azmuth properly adjust the Ultimatrix?"

"It is a huge risk," Harribel said. "We don't know for certain if they will succeed. However, this is the best lead we've had so we should at least try."

Starrk shrugged. "Fine by me."

Lilynette punched the air. "Alright, Ben!"

Findor smiled. "The Hollows will be more determined than ever to make Ben their king now."

"What about Grimmjow?" Gwen asked. "I don't think he's gonna like this."

"Who cares what Grimmjow thinks?" Apacci said. "The guy would have to be stupid to think he can take all of us on. Besides, like the Hollows are just gonna let him mess with Ben after he turns them all into Arrancar. He'll have plenty of new opponents to keep him occupied."

"Which means Ben will have to tell Grimmjow and the Hollows not to kill each other," Sung-Sun noted.

Ben sighed. "Not looking forward to that."

As everyone was conversing, Poww, Ggio, and Parduoc shared a concerned glance. If Ben somehow managed to succeed in his plans, he could potentially have most, if not all of Hueco Mundo under his sway. While the three were skeptical about any really powerful individuals, the sheer number of allies Ben could have would be a major hindrance to their plan. They had to alert Loly to the situation as soon as possible.

"I'll try and get in contact with Azmuth first and see if he's up for it," Ben told the others. "Then we'll try and get in contact with Urahara."

"I can arrange that," Ulquiorra said. "I keep in touch with Miss Inoue and I can relay your plans to Urahara through her."

Ben gave Ulquiorra a grin. He was really tempted to tease the Arrancar about his relationship with Orihime but decided to cut him some slack.

"I'll go see if Grandpa Max has any way of reaching Azmuth," He said instead. "I've got a really good feeling about this."

Poww, Ggio, and Parduoc all had a bad feeling about this.

"But first!" Ben said happily. "This calls for a celebration! Mr. Smoothy's, here we come!"

The majority of the group rolled their eyes playfully at Ben's smoothie obsession.

"Yeah! Onto Mr. Smoothy's!" Pesche and Dondochakka yelled, pointing upwards in dramatic poses.

"Is it wise for you to be already celebrating?" Ulquiorra questioned. At Ben's now sour look, he elaborated. "The fact that you have a solution in mind is fortuitous, but you should celebrate once you are certain that your plan will succeed."

Ben scowled as he crossed his arms. "You always got to be the stick in the mud, don't ya, Ulquiorra?"

"I'm merely being practical," Ulquiorra said nonchalantly, though Ben thought he could make out the tinniest, microscopic, almost non-existent, hint of humor in his voice. Maybe they were finally cracking his shell.

"Though I agree with your reasoning, Ulquiorra," Harribel said. "I don't see why Ben can't give himself a little reward for his cleverness. Nor why we shouldn't partake in it."

Ben's face lit up again. "You're the best, Tia." He proceeded to kiss her on the cheek. Harribel smiled warmly at him.

"If you wish," Ulquiorra said. "I would like to inform Miss Inoue of the plan as soon as possible. No doubt the Hollows have gotten impatient in waiting."

Ben cringed. Yeah, if his constant battles with Grimmjow were any indication. Luckily Grimmjow was able to keep them in check. For the most part.

"You should really see what Azmuth thinks about this first, Ben," Gwen offered. "Just to be on the safe side."

Ben sighed. "Alright, alright. I'll tell Azmuth first. THEN we're going to Mr. Smoothy's."

Now it was Gwen's turn to sigh. "Fair enough," she said, though she smiled.

"Let's all go out for Mr. Smoothy's!" Lilynette cheered.

Starrk sighed. "Hope I don't get brain freeze."

"You don't need to worry about that," Lilynette smirked. "You don't have a brain to freeze."

"I'm really glad things are finally turning around for Ben," Pesche said.

"Hey, Ben," Dondochakka said. "Does this mean you're gonna move into Las Noches and make it your kingdom once the Hollows make you their king?"

Ben laughed. "I don't think so."

"Why not?" Kevin asked. "I think having a palace all to yourself sounds cool."

"Actually, Las Noches was made of several palaces," Pesche explained. "Each Espada had one."

Kevin whistled. "Nice. Does this mean we can call some of them?"

"If Ben allows it," Harribel said. "We have several to spare now."

"Hold on a minute!" Ben cried.

"It'd make a nice summer house," Kevin teased.

"All sand and no beach?" Ben asked. "Yeah, really nice vacation spot."

"You could always make some kind of lake there," Sung-Sun pointed out. "That should be easy work for Armodrillo and Water Hazard."

"Okay, fair enough," Ben conceded.

"Long live King Ben the first!" Kevin trumpeted.

"Long live King Ben!" Pesche and Dondochakka cheered. They got into the spirit of things by getting down on their knees and pretending to grovel at Ben's feet.

As the group shared jibs and banter, the top Espada started heading outside, talking amongst themselves.

"Do you think Ben's plan can work?" Nelliel asked the others.

"I'm not saying it's impossible," Ulquiorra said. "But the chances are very low. But considering this is Ben, who has a habit of beating the odds..."

"While I'm happy that Ben has an idea for the Hollows," Starrk spoke up. "I'm worried as to how Soul Society will take it."

"Our Shinigami allies cannot keep Soul Society in the dark forever," Harribel figured. "So many Hollows becoming Arrancar at once? Aizen was able to pull it off but he never went for the scale Ben is hoping to achieve."

"And if they find out, they could view it as a threat just like Yoruichi warned," Starrk added. "All hell could break loose."

"Should we stop Ben?" Nelliel asked, in concern. On the one hand, she wanted her beloved safe. On the other hand, she didn't want to crush Ben's spirit.

"No," Ulquiorra said, surprising the others. "Perhaps Ben being able to rein in the Hollows could appease Soul Society. While some view him as a threat, Ben's contribution to the Winter War cannot simply be overlooked by them."

"But what if it does come to war?" Starrk asked, his face nothing but serious.

Ulquiorra closed his eyes. "I really couldn't say."

The other Espada looked at each other in worry and concern.

"I better get in contact with Miss Inoue and have her get me in touch with Urahara and Yoruichi," Ulquiorra said. "As for the rest of you...I believe the best phrase here would be hope for the best but prepare for the worst."

The other Espada felt deep inside themselves that Ulquiorra was probably right.

Meanwhile, Poww, Parduoc, and Ggio snuck out to another part of the base.

"This does complicated things," Parduoc said.

"Agreed," Poww said back. "We need to inform Loly of this."

"Why are we even putting up with her?" Parduoc asked. "She and Menoly were Aizen's servant girls, and she thinks she's running the show."

"Let Loly enjoy her delusions of grandeur," Poww replied. "Once she has fulfilled her purpose, we will dispose of her."

"This plan of her better work," Ggio muttered. Even though it was his idea to work with Loly and Menoly in the first place, even he was starting to regret it. "If the Espada find out, we're pretty much screwed."

"Despite her obsession with Ben Tennyson's demise, her plan does seem plausible," Poww said. "But we should still inform her of this recent development to be sure that it won't hinder us."

"What about Findor?" Ggio asked. "He might try to keep a close eye on us. He knows we're not thrilled about our situation."

"We will deal with Findor if he proves to be problem," Poww said confidently. "For now, let us focus on Ben Tennyson. Once he's out of the way, we can worry about the others."

When everyone got back to Bellwood and went their separate ways, the three villains waited a bit to throw off suspicion, then went to the warehouse. When they informed Loly of what was going on, she was not thrilled.

"He's doing what?!" she roared.

"Forming a plan to turn Hollows into Arrancar via his Ultimatrix," Poww answered, unfazed by her outburst.

Loly started stomping around. "We can't let this happen!"

"Will this hinder the plan?" Parduoc asked, getting straight to business.

"It means we have to work faster," Loly said. She glared at the three. "You all know what to do. Get to it and fast!"

Ggio and Parduoc were furious at the way Loly was bossing them around but Poww quickly held them back. While Findor was the tactical one of their group, Poww was no slouch in the planning department either.

"We will, but we will have to be discreet," Poww told her. "We will be doing this under the noses of many powerful individuals."

"I don't care what it takes!" Loly snapped at him. "Just do it!"

Menoly looked at her in concern. She wasn't sure if working with these three was a good idea. Especially with trying to boss them around. Menoly knew those three, despite being mere Fraccion, had them outnumbered. Loly was really pushing her luck here.

"We'll do our part if you'll do yours," Poww said coolly.

"I will!" Loly said angrily.

With that, Poww turned around and headed for the exit, Ggio and Parduoc quickly following them.

"Loly, I don't like it," Menoly said once they left.

"Be quiet, Menoly!" Loly snapped. "I don't like working with those buffons but they can help bring about Ben Tennyson's demise, then I'll tolerate them. For now anyway."

Menoly sighed. What had they gotten themselves into all for the sake of revenge? Menoly knew they were outnumbered, outclassed, and very little resources. Personally she was thinking it was time to just pack it in and enjoy what was left of their miserable existence. But Loly was determined and once she set her mind on something, she could not be persuaded otherwise.

Soon Ben Tennyson will be no more. That was the simultaneous thought of Loly, Parduoc, Poww, and Ggio. Loly to avenge Aizen, the latter three to avenge Baraggan. Granted, Ben wasn't personally responsible for his demise but they saw Ben as the mastermind behind their lord's death.

They would see Ben Tennyson dead. And then afterward they would see to each other.

End of Part 1

I have been going through writers'block by getting a job and doing my tasks in college. Also in need of a co-writer for Loly's Revenge finale I have the First part completed with the help of Ripple247 who has been with life and my other stuff. If there is anyone who is willing to help me finish this, please PM me. thank you