Underground Omniverse

Gammatron: Hey guys. I own no one in this story nor the series of Sonic Underground, Ben 10 Series, or the BlazBlue series.

Rebel 2: The Rath of Con

Ben's fists were trembling in his lap after hearing Makoto's story of her world. That Hazama…if he ever found that guy, he'd…he'd…well, he wasn't sure what to do, but he knew it'd be something that guy would regret for eternity. He was worse than this Robotnik guy that the hedgehogs told them about and even Vilgax. At least Vilgax ruled with a fair hand on his world. He looked over to see Sonia blowing her nose quietly while using a second tissue to dry her tears. Manic frowned with Sonic, Ben seeing them in the same barely suppressed anger state he was in.

"Good thing we started off with yours," Manic muttered to Ben, who merely nodded.

"That's…just…so…sad!" Sonia sniffled, blowing her nose once more.

"I can't believe that there's a guy even worse than Ro-butt-nik!" Sonic growled.

"At least he can't get you here," Ben noted, "You planet doesn't think there's life out in space, so we should be safe from the guy."

"You're right!" Makoto's eyes widened before glomping Ben, "Arigatou for that!"

Ben's face turned bright red from the hug. She was still wearing the revealing outfit and his head was currently meeting the bare part of her bosom.

"So what is a Beastkin, anyway? You keep calling us that," Manic asked once Makoto released Ben from the hug, letting him fall onto his back with his entire face red.

"Ara? Oh yeah! That's what I am!" Makoto beamed as her tail wagged a little in excitement, "Beastkins are a blend of human DNA and animal DNA."

=ATTENTION. ULTIMATRIX ENGAGING IMMEDIATE UPDATE=

The group shielded their eyes from the green light that erupted from the device. It faded after a few moments. Ben was the first to look and noticed the soft green glow fade away. His eyes widened when he saw the Ultimatrix had changed. It resembled a wristwatch and had a white middle with a green and black outside on the strap that went around his limb, the bottom of the strap seemingly fusing to the skin on his limb. The face of it had a white border with three green dots on the sides, giving six total on the left and right sides, the center was a solid black with two green side 'Vs.'

'It changed like the Omnitrix…' Ben thought, 'It better not turn into an alien I didn't pick…'

"Wow! What was that about?" Makoto asked.

"Well, it just updated itself. It kinda did that a few times. First time it did really took me by surprise since I had to learn a new way to activate it," Ben explained, "Does it at the worst moments, too, as you can see."

"Sonic, I think we should let them come with us," Sonia whispered as she pulled her brothers away from the two.

"I was kinda thinking that as well. I mean, what if Ben can use that Ultimate thingy to repair Robians like he said it did for those…DNAliens, I think?" Sonic pondered quietly.

"Dude, that would be awesome," Manic grinned, "But what if it can't?"

"Then we'll keep looking for a way to restore them," Sonic replied.

"Plus, it would be nice to have another girl around," Sonia noted, earning groans from Sonic and Manic, "What was that for?"

"Uht! N-Nothing…" the two gulped.

Sonia narrowed her eyes at them. She held up her left pointer and index finger and pointed them at her eyes. She then pointed them at Sonic and Manic. She turned and walked over to Ben and Makoto.

"Excuse me, but if you'd like, you can stay in our bus with us," Sonia offered.

"…" Makoto raised her hand.

"Yes?"

"What's a bus?" Makoto asked innocently.

"You've never heard of buses, but you've heard of planes and helicopters?" Ben blinked.

"They're land vehicles," Sonia noted.

"And that is why I didn't know it. No one lives on the land where I'm from. We live in the mountains since Seither is down on the ground level. Sure, we can see everything down there since Seither is invisible and you can't smell the stuff, but we can't go down there without protective suits and oxygen tanks unless we want to die or turn into snotty blobby monsters that can't make sense to others but themselves," Makoto shrugged, making Sonia and Ben look at her in shock, before she sighed and her squirrel features drooped, "And it all looks so amazing from up in the mountains, too..."

"…" Ben took hold of Makoto's hands, "Hey now, don't worry, Makoto. We're in a world without that so you can probably see it all you wanted to on the ground now."

"Hey, you're right!" Makoto exclaimed, her ears shooting up in her excitement before glomping Ben, turning his face red once more.

"Okay, that is it!" Sonia exclaimed as she slapped the blushing Manic once more, "You need new clothes!"

"Huh?" Makoto blinked, still hugging Ben's arm to her impressive, barely held-back bust.

"Who goes out dressed like that?! How do you live, knowing you're one strong breeze or sudden cough from a massive wardrobe malfunction?!" Sonia demanded, "I am going to go shopping for you both, especially you, Makoto."

"Shopping?!" Makoto squealed a bit in delight, keeping her head turned away from Ben's so he wouldn't get the squeal into his ear, "I just love shopping! Especially when it involves getting a chestnut parfait!"

"Uh-uh," Sonia shook her head, "A lot of places on Mobius do not like humans and human-Mobian hybrids."

"Why?" Makoto frowned.

"Robotnik is why," Manic pointed out.

"Oh yeah," Makoto sweatdropped before pouting, "That's species discrimination! That's not cool at all!"

"We know, but we haven't been able to do much about it," Sonic sighed.

"I'll need your measurements. Manic, Sonic, you take Ben's while I handle Makoto," Sonia ordered as she led Makoto off into the back of the bus/assault vehicle/RV.

"But I don't…"

"Makoto, I absolutely insist that you let me do this for you both," Sonia informed before closing the door to her room in the place once she and Makoto were in it.

"Okay, dude, strip," Manic ordered with a grin.

"Just take off your shirt and jacket, okay?" Sonic asked with a sigh, "Otherwise, Manic's going to swipe your pants and underwear and throw them onto a nearby tree."

Ben frowned at Manic. He slid off his jacket and pulled his torn shirt off. Manic pulled out a measuring tape from his fanny pack.

"32H?! How do you have this size?!" Sonia's voice erupted from her room, earning the attention of the trio.

"Um…I-I didn't really do anything…they just sort of…happened. Guess it's just…genetics?" Makoto guessed behind the door, "But seriously, chill out. What's the big deal? Smaller chests can be nice, too…and hey, aren't things in short supply more valuable than common stuff?"

"Not involving getting a guy."

"But yours are still big. I mean; what? Are you a C?"

"Um, well…"

"Then what's the problem?! You've got ones perfect for any guy to like! They're squishy, too."

"Ahn~" Sonia moaned behind the door.

"…" Manic collapsed, passing out from too much blood-loss from his nose as Sonic and Ben blushed so hard, their entire bodies were a vivid shade of red.

"Okay," Sonia coughed, a blush refusing to leave her face, as Sonic drove into a city, "I've got your measurements and some quirks you seem to like in terms of colors and designs based on what you were originally wearing."

"Why did I have to put this on if I'm not going out?" Makoto, wearing a black cloak and hat, asked.

"Because I'm tired of these three ogling you, mainly Manic," Sonia informed as Manic looked away, whistling innocently.

"I'm not…" Ben began.

"Oh, you were earlier."

"I'm not a letcher!" Ben frowned, blushing, "Honestly, girls are just like guys."

"…So you're into dudes?" Manic asked, slightly disgusted.

"What?! No!" Ben exclaimed.

"Denial's the first step," Sonic noted.

"I'm not! Honestly! I don't have a problem with them, but I don't like being called one!" Ben blushed harder.

"My, my. Someone's embarrassed," Sonia smirked.

"Does that mean…" Makoto gasped in realization, "You have embarrassing memories, too, Sonia?!" Makoto asked innocently, yet her smile was that of a demon's that was scheming.

"…" Sonia turned and raced off as fast as she could go, "I'll be back in a few hours!"

"Oh man, she totally does!" Makoto smiled with a giggle before Sonic and Manic fell over, laughing.

"…Please tell me you have a smoothie machine in here," Ben begged as he looked through a cabinet.

"Nope," Manic informed.

"Guess I'll have to improvise then," Ben noted, "Time to see how this upgrade works."

Ben looked over the Ultimatrix's upgrade. He didn't see any buttons to push, so that meant it would be voice active, possibly. Though it may only work on the normal way of release and self-destruct. He poked the face of it and a holographic wheel appeared, showing strange face-like symbols. He raised a brow at it before he began to circle the face with the still-poking finger. The images began to cycle around, one always lighting up at the top of the cycle. He settled on one and removed his finger. The hologram vanished and the emblem flipped back, revealing a circular version of the face. It rose up an inch above the face's normal spot. He proceeded to slap it and a flash of light erupted around Ben. Standing in his place was a figure around seven feet in height. He wore a strange blue and black cloak, hiding all but his strange feet. They had three long toes, two in the front and one in the back. Under his hood was a black face with an icy-blue vent-like mouth with lime-green and white oval eyes.

"Big…Chill," the alien spoke, his voice somewhat slow and cold.

"Big Chill? I don't get it," Sonic informed.

"Kinda looks a…Moth Mobian," Manic noted, "They're kinda confusing to other Mobians."

"Really now?" Big Chill chuckled, "Well, seems I can go out and find a smoothie shop, then."

"Hold on," Sonic began before Big Chill walked out.

"Wait for me!" Makoto called out as she moved up a bit of her cloak to hide the lower half of her face before running out, running over Sonic in the process.

"…Ow…" Sonic groaned as Manic poked him a bit before shooting up, grabbing the stick, and broke it, "Will you stop that?! We've got to get them back here! You know from what he told us that the Ultimatrix times out at times. If it times out, he'll be in for some mundo trouble!"

"Oh yeah…" Manic realized, "Wait up, dudes!"

"It sure is weird," Makoto noted as the four walked along the streets, Big Chill looking around for a familiar sight for him, "But super-awesome-amazing, too!"

"True," Big Chill noted, "I've been, and met, hundreds of aliens. One of my favorite kinds so far? Galvans."

"Gal…Vans?" Makoto blinked, thinking of feminine vans living in a city.

"It's just one word, Makoto. They're the species that made the Ultimatrix and its predecessors, the Unitrix and Omnitrix," Big Chill explained, pausing from his hunting to look at them, "Their whole planet was reconstructed by one after it was destroyed."

"R-Really?" Sonic gawked.

"Oh yeah. I nearly fainted when I learned that," Big Chill noted, "They even made this sweet device called the 'Potis Altiare,' which gave me such a boost with one of my aliens to fight this other alien."

"Which alien?" Manic asked.

"Way Big."

"Y-You mean that giant you turned into?" Sonic gawked, recalling the To'kustar that Ben had first turned into on the planet of Mobius.

"Oh, yeah," Big Chill nodded, a bit of icy air appearing before his 'mouth,' "I found out later that Albedo was that alien."

"I still say he sounds like a big jerk," Makoto frowned, recalling what Ben told them about his white-haired, red-eyed Galvan duplicate.

"Ah-ha! There it is!" Big Chill 'grinned' as he looked to see a Mobian grizzly bear attending a stand, "I can't believe it…"

"What's up?" Sonic pondered.

"It's a Mr. Smoothy. Here!" Big Chill chuckled with a grin as they approached, "Excuse me, but what kind of smoothies do you sell here?"

"Well, name it, I'll make a smoothie out of it," the grizzly smirked, "Name's Mr. Smoothy, owner of this stand. Now what can I get ya?"

"Kumquat, banana, olive, and carrot with a dash of pepper, if you please," Big Chill informed before looking at the others.

"I've always been curious if someone could make a smoothie out of a Chili-Dog," Sonic noted.

"I've got that," Mr. Smoothy smirked.

"Ooh! Chestnut, please!" Makoto beamed excitedly, her tail going nuts behind her in excitement.

"Hmm…Chocolate, Tabasco sauce, chili peppers, and cat food," Manic informed the bear of his choice.

"Wow. Daredevil, aren't you?" Mr. Smoothy grinned.

"Nah. That's my brother. I'm just a devil," Manic joked.

"Hmm…Now let's see. What to pick, what to pick…" Sonia mumbled under her breath and her hood as she looked through the selections of women's bras, pausing at a red one, "No. It wouldn't go with her eyes." A yellow one, "She has enough of that color." She then saw one with the part that was supposed to cover the nipples cut off, "Good heavens, just…no. The color's right, but…no." she nearly had a conniption when she saw one made of just strings and two tiny rings, "Ugh…Why must she have to be an H-Cup?"

=Are you looking for something?= a feminine robot asked.

"Yes. Do you have any black bras for an H-Cup? I'm trying to get my sister one since she's too embarrassed to buy one herself," Sonia informed.

=An H-Cup? Are you kidding with me?=

"I'm afraid not," Sonia sighed, slumping.

=Must be genetics. What are you? A C-Cup? That's still pretty large=

"…" Sonia blushed heavily at that, "Just…Just tell me if you have them or not, if you please."

=My, my. Upset, yet still upholding your manners to the best of your abilities= the robot noted with a smirk on her screen =Well, I do have quite a few of them. This way=

"Thank you," Sonia nodded.

"Hmm…Seems that you've been taking acid."

"What?!" Sleet exclaimed, "I most certainly have not, your liege."

"You got that right. What we saw was true. You can look at one of the robots I was able to save from complete decimation by that giant," Dingo informed as he held up a semi-melted SWATBot head.

"Hmm…" the slight groan of metal grinding against metal echoed as a hand rubbed a chin, "Very well, you two. Set it up."

Sleet nodded before taking out a remote. He pressed the single red button on it. A laser shot out of it and hit Dingo. His body glowed before transforming into a monitor with the robot's head connected to it. The screen turned to static before depicting Way Big about to fire his attack. A green light filled the screen before it turned to static.

"Well, this is new," the figure noted, rubbing his chin once more, "Sleet, my cards."

"At once, your liege," Sleet nodded.

He pulled out a deck of cards and presented them to the figure. The figure walked over to a machine and slid the deck into a slot on it, the slot closing up once the cards were in all the way. A metal hand grasped the lever and pulled down. On the front, a roulette went off, spinning through various images in a blur before stopping on a single image. It depicted a knight made of obsidian armor. The lower half of it resembled a shogun's armor and laser guns were mounted on the shoulders. Its shield was shaped like a diamond with a spring on the front while it had a sword in the other.

"Ah…the EggKnight. Send it out to the nearest city where you last located the hedgehogs," the figure ordered.

"At your command, Lord Robotnik," the coyote bowed as the figure ran his robotic hand across his orange mustache.

Sleet rolled his eyes. Ever since the incident with Dingo-infected with the broken Chaos Emerald-falling on him, Robotnik had been acting stranger than normal. His more recent machines were all having the word 'Egg' in their name. It was getting annoying, in truth, for the coyote, even if the plans were getting better involving the fat one.

Ben, wearing a heavy cloak, grinned as he drank his smoothie. He was lucky Sonic and Manic made him wear a cloak to go with his Big Chill form. He had timed out just as they were sitting down. The smoothie was just as good as he remembered back in Bellwood's Mr. Smoothy…he frowned. It wasn't there anymore…

"Wow! This is delicious!" Makoto beamed, having made a small hole in her little mask to put the straw through to her lips, and earning the attention of Ben, "It's almost like I was drinking a chestnut parfait."

"You must really like that desert, huh?" Manic asked.

"Yep! It's my favorite treat!" Makoto beamed happily under her mask, "My mom could make the best damn chestnut parfait that would leave you in pure ecstasy~! What about you guys? What do you like the most in foods?"

"Smoothies," Ben pointed out.

"That was obvious," Sonic snickered, "Mine's Chili-Dogs. It's something I've always loved to eat, even when I was a little kid."

"Pancakes with maple syrup," Manic drooled a bit, adopting a grin that showed his devotion to the food.

"…Trust me on this, you'd rather not know about his addiction," Sonic joked, earning an annoyed glance at his brother.

"Says the guy who caused the Jammer to break down because of putting a Chili-Dog near a source of heat in the engine more times than I've crashed into trees…" Manic shot back.

"One time, Manic, one time…"

"Twenty actually, four times more than I've hit a tree," Manic smirked.

"That's because the last time you hit a tree, it was a mirage! How do you do that?! How do you hit a tree when the tree is just a dang ol' mirage?! That doesn't make sense!"

"Our medallions turn into musical instruments that fire lasers or control the earth. That doesn't make sense, either," Manic pointed out.

"…Ugh…" Sonic sighed in annoyance.

Ben and Makoto just laughed or giggled at the argument. It was kinda amusing to them both; mainly Makoto since she swore her parents had the same conversation involving her family's cart hitting a tree. A rumble went through the area before the ground nearby exploded into a pile of smoke and debris of dirt and rocks, scattering the various Mobians there in fear of it being Robotnik. The smoke slowly dissipated, revealing the EggKnight. It looked around as Ben turned into Big Chill.

=TARGET FOUND. EGGKNIGHT MOVING OUT TO ENGAGE IN BATTLE AND CAPTURE OF TARGET=

The robot charged at Big Chill, opening laser fire. Big Chill's body turned intangible before the lasers went through him, freezing up as they exited. Big Chill turned solid once more before his 'cloak' unfolded itself, revealing it to be large black and blue moth wings, revealing his somewhat strong, yet lithe form, while the 'hood' turned out to be two antennae.

"I knew he looked like a Moth!" Manic exclaimed.

"Wow…" Makoto whispered in awe.

Big Chill took in a deep breath as he flew over the EggKnight. He proceeded to exhale, releasing a strong cloud of chilling breath. As it washed over the robot, the cloud froze it in a block of ice. Big Chill chuckled as he landed beside the others, Makoto being reminded of a man she thought was just plain creepy with that little trick. The EggKnight shattered his encasing and looked at Big Chill in anger, his shield and blade breaking apart due to the cold and quick reheating.

"I don't think ice will be able to keep it down, Ben," Sonic noted.

"Pretty cool though that you managed to give it a cold shoulder," Manic noted.

"Not the time for that," Makoto held back her giggles.

"Then I believe it's time for Humongasaur," Big Chill smirked as he slapped down on his symbol.

His body flashed the green light once more. Time slowed for Ben once more. The Ultimatrix began to sink right into his limb as the arm began to bulge in its veins and trailed up to his face. His eyes snapped opened, revealing they were a solid green. His body began to grow taller until he was around roughly seven or nine feet in height, as his muscles grew to a wrestler's state of muscles. Orange fur engulfed his body along with white and black fur on the torso, stomach, muzzle, and crotch, the black going on his back in tiger stripes. A black spike appeared on the back of his fists as they turned into white hands. His Ultimatrix symbol formed on his chest as his head shifted into a tiger-like humanoid head with large black eyebrows.

"Rath!" the alien roared before growling and pointing at the symbol on his chest with both pointer fingers, "Let me tell ya somethin', Ultimate Omni Matrix, upgraded for some stupid reason; Rath wanted to be Humongasaur, not Rath!" he slumped, "It's not even funny anymore."

"Wow! You turned into a big ol' tiger! Where's your tail?" Makoto pondered.

CUE: THEME OF RAGNA THE BLOODEDGE

*THE WHEEL OF FATE IS TURNING – REBEL 2 – ACTION*

"Rath doesn't need no stinkin' tail!" Rath barked as he turned to face the EggKnight, "Let me tell ya somethin', EggKnight designed specifically to capture me; you may be big, but Rath is even bigger!" the EggKnight approached, revealing it was twice the height of Makoto, "'Cept for the part where you're taller and heavier than me. But that doesn't matter! Because the bigger they are, the harder the–" Rath didn't get to finish when the robot slammed its left fist into Rath's chest, sending him through a wall of a building, causing it to collapse on him.

"Wrath-kun!" Makoto gasped before Rath emerged from it, not a single injury visible on him.

"Ugh…Rath forgot the rest of how that goes," he shook his head before stomping up to the EggKnight, "The bigger they are, the harder they fall! That's what Rath was gonna say! By that logic, you being bigger than Rath, is a disadvantage!"

With that, Rath jumped onto the robot's upper body and began to headbutt the robot's cranium. He groaned a little after the tenth hit. The EggKnight threw Rath off before Makoto knocked it over with a tonfa strike.

"I got it!" Makoto cheered.

"Rath made it easy for you, Makoto Nanaya!" Rath grunted as he got up before grabbing a nearby table and flipped it over, letting the laser fire from the recovered EggKnight strike it. It proceeded to fire a charged shot, making Rath pick up Makoto and jump out of way. The beam tore through the table and proceeded to strike the smoothie stand behind them. Rath stared at the shop as it collapsed.

"You…You broke Mr. Smoothy's 'Mr. Smoothy' stand…" Rath gawked before he growled and turned to the EggKnight, "Rrrrraaaaaaahhhhh!"

Rath growled before turning and tackling over the EggKnight. It began to get up before Rath delivered a hammer strike with both his hands clenched together, making a crater start forming.

"Lemme' tell ya somethin' EggKnight designed specifically to capture me; You can hurt me! You can hurt the things I stand for! You can even hurt my feelings, if I had any!" Rath roared with each strike he delivered, "But no one and I mean no one…hurts…the Smoothie!"

Rath threw the EggKnight away. He proceeded to charge and slam an outstretched arm into the neck of the robot, knocking it over.

"Cosmic Clothesline!" Rath roared before grabbing the rising robot's waist from behind and slammed it into the ground head-first, "Ophicius Suplex!" Rath was tossed into the air by the rising robot, only for its head to be grabbed once more and slammed into the ground face-first, "Flying Ophicius Suplex!" he climbed up a building, "From the top pole…" Rath jumped off, "Ursa Major Body Slam!"

"Ouch…" Sonic flinched as Rath impacted with the robot, causing a large crater to form, "That has got to hurt."

"Ya know…This guy just makes me wanna get a box of popcorn, kick back, and just watch," Manic noted.

"Manic-san, this isn't the time for…Okay, me too," Makoto admitted.

"Reticulum Armbar!" Rath roared, pulling the robot's left arm into an armbar hold.

"Looks like we're up," Sonic smirked as he held up his necklace depciting his head with an emerald 'eye' before it glowed and transformed into a cobalt and topaz futuristic, two-headed guitar, the base shaped like his head.

"Right!" Makoto nodded, throwing off her cloak and earning a few catcalls from the males watching the fight that were brave/dumb enough to stay, before jumping into the air with an electrified tonfa and delivering the robot's head a powerful falling dunk punch, crushing it, "Lightning Arrow!"

With a roar, Rath tore off the limb, letting Sonic get a free blast right into the robot. The head exploded and Makoto was caught by Rath. The robot collapsed, exploding.

"And stay down!" Rath barked, pointing at the smoke.

"Well now, this is interesting. Ice and spectral abilities for one form and this one seems to be based upon brute force," Robotnik noted, running a hand along his mustache, "Add the new data to the boy's file. And start one up for that…mixed breed with him."

"Rrr…Someone just said the taboo…" Makoto growled, a dark aura starting to come off her as Sonic and Manic hid behind Rath.

"Ooh…Rath likes this," Rath grinned before a beeping sound went off on his symbol, "Uh oh."

"We've gotta go, Makoto!" Sonic called, "Rath's timing out!"

"Huh?! Oh!" Makoto gasped, "Hai!"

With that, Rath picked up the three and jumped over a building nearby. He landed in the alley behind it before a red light filled it. It faded, revealing Ben.

"It timed out," Ben noted, seeing the green on his device had turned a deep crimson.

"No duh," Manic noted before Sonic grabbed Ben and Makoto's wrists before he raced off to the bus, "Hey!"

"I'm back, guys!" Sonia called as she walked in with a tower of bags twice her height, "And I've got the clothes!"

"That's good to hear," Sonic grinned, wearing just one glove.

"Hey, sis," Manic waved, wearing just his fanny pack and a sock.

"…Why are you all…?" Sonia gawked, seeing Makoto wearing just her cloak and Ben all his clothing with the others' clothes behind him.

"Strip Poker. No cloaks, fanny packs, or jackets are allowed to be bet," Sonic informed before Makoto put her panties on the table, causing Manic to nosebleed and Ben to focus on his cards completely.

"How did y…?!" Sonia gawked, "Manic!"

"It was her, not me, this time," Manic pointed at Makoto as she added her top to the pile, "Hot dog!"

"Shall we?" Makoto smirked as Sonic threw in his last piece of clothing, making Sonia look away in annoyance and embarrassment, with Ben adding his jacket to his bet left shoe.

"Two kings," Sonic showed.

"Two queens and two aces," Manic showed.

"Flush," Makoto smirked, "You, Ben-kun?"

"…" Ben laid down a Spade 10, Spade Jack, Spade Queen, Spade King, and Spade Ace.

"Royal Straight Flush again?!" the trio exclaimed in shock.

"And this is why my dad forbid me from card games in the house," Ben joked.

"How did you get the same damn hand every damn time?!" Manic demanded as he glared at Ben.

"That's what my dad asked without the curse word last time we played poker. But that was when I was six and bet pieces of candy," Ben noted, recalling that time.

"Wow! You must be super lucky, Ben-kun! I bet if Taokaka was here, she'd be all like 'Meowhahahahaha! Alien Guy's super lucky!'" Makoto imitated someone as she hugged Ben.

Manic, Sonic, and Sonia blinked. They could sweat they just saw the image of some catgirl appear behind her, her face hidden in shadows revealing red eyes and a white mouth with a gray and white cat tail. Ben, though…Ben was trying his best to ignore the fact that he was being hugged by a squirrel girl that had just a jacket on and nothing else because he was so lucky in cards. Sonia quickly cleared her throat once she realized that Makoto was nude under her cloak.

"I have some new clothes for you both. Ben, take the bathroom. Makoto, my room yet again," Sonia ordered.

"TEACH ME! UM...FROGGY MAN?" A Chibi Omake Segement

Starring: Azmuth and Taokaka

The curtain raised up, revealing not Kokonoe's special lab, but a futuristic black and green laboratory that was kept nice and tidy and organized. Standing on a table was a small alien. It had grey skin and seemed a bit...frog-like in appearance. His large eyes were green with horizontal rectangle irises while he had six 'whiskers' on his face that went down like a beard and mustache. He wore a green robe with silver bands on the shoulders, waist, and neck.

"Greetings, I am Azmuth, the creator of the Omitrix along with its predecessor, the Unitrix, and this is 'Tutor me! Azmuth,'" the alien introduced himself, "If you humans don't understand, I am a Galvan from the planet Galvan Prime MKII and the planet Primus, where the Ultimatrix's alien DNA is store within the Codon Stream within. Right now, we are in a room I had built specifically to let me speak with you all and not worry about canon things and it's where I go to hide from Myaxx when she has her species' version of a human female's menstrual cycle that involves the tentacles on her face expelling a highly corrosive acid."

"Huh? Where is Tao?"

"What?!" Azmuth turned to see a strange hooded figure walk in, a hand over her mouth, "Who are you and how did you get in here?!"

"Hey! It's a Froggy Man!" the figure exclaimed.

The figure was a rather unique take on the catgirl archetype with light brown skin and long blond hair tied up into two braids and a black cat tail with a faded white tip. She seemed to wear a beige-colored hoodie with a cat hood and long cat-themed sleeves that covered her arms. She wore a pair of unusually-designed high-heel boots with the same cat theme but appeared to be more fit for a creature with high ankles. She dressed skimpy underneath the hoodie, wearing only red panties with red straps. Her hood concealed her facial features. All that could be seen were a pair of red beady eyes and an ever constant toothy grin that tended to emulate emotions when conveying facial expressions.

"I am not a Froggy Man! Now explain yourself!" Azmuth snapped with a tick mark forming on his head.

"Tao is Tao! Tao's full name is 'Taokaka!'" the catgirl beamed happily before handing the tiny alien a piece of paper, "Time Man wanted Tao to give this to a Froggy Man!"

Azmuth looked at it. It was just a scribble drawing of Azmuth with an arrow pointing at a Taokaka wearing a graduation cap. In the corner was a drwaing of a chibi Paradox.

"Ugh...It seems that the Time Walker wants you to learn about the Alien Species that Ben uses from me," Azmuth noted.

"You got me!" Tao beamed innocently.

"..." Azmuth facepalmed, "Very well, then. Let's begin, so get out a notebook and pencil so you can take notes."

"Yay!" Tao cheered.

"Alright then, let's begin," Azmuth informed before a monitor lowered itself behind him, turning on to reveal Rath's transformation, "This...is Rath. He is an Appoplexian from the planet Appoplexia.Appoplexians value emotional openness: if an Appoplexian has a feeling, they express it. Generally, the feeling is a blind rage. Appoplexians take great pride in their fighting love to fight and have great appreciation for the best fighter. Instead of shaking hands when they meet, they engage in a wrestling match until one is established as dominant."

"Wow..." Taokaka awed as the screen showed a clip of Rath beating up a printer when all it needed was to be reset.

"Appoplexians believe any problem can be solved by hitting it. An Appoplexian's addiction to violence leads them to be quite dim, forgetting things and being easily distracted," Azmuth continued as it showed a clip of Rath passing out from lack of oxygen when Gwen had put his head in a Mana Bubble, "Appoplexians are prone to referring to people by their full title, as well as beginning a conversation with 'Let me tell ya somethin'!' Appoplexians have animistic tendencies, such as growling, roaring and relentlessly seeking food when hungry." the screen showed an clip of Rath mixing metaphors, "Appoplexians are prone to mixing up metaphors. Appoplexians can always remember things relating to fights or battle techniques learned."

"Hit him!" Taokaka cheered as she watched Rath fight Manny Armstrong.

"Stop that!" Azmuth barked, "Now then...The name Appoplexian is a play on an apoplexy, the part of the brain that deals with anger." the screen then changed to show a baby Appoplexian beating up Hulk Hogan, "It is said that an average 2-year-old Appoplexian could easily defeat a human heavyweight wrestling champion. Appoplexian brains are more developed towards the parts that control anger and aggression, which is why their intelligence is dominated by emotion." he then turned to Taokaka, his eyes closed, "So, Taokaka, may I see your notes?" Azmuth asked as he opened them.

"Okay!" Tao beamed.

She held up her notebook, showing a drawing of Taokaka beating up Rath and another of Taokaka sleeping or eating meat buns. He looked up from it to see Taokaka had fallen asleep, drooling.

"..." Azmuth groaned, "Just my luck...This is going to be a looong tutoring."