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. I own Nun-Kaka and Omni-Kaka.

Rebel 3: Sanctuary

"Well, this is pretty cool," Ben noted.

"Wow! Thanks, Sonia-chan!" Makoto squealed as she glomped the magenta hedgehog.

Ben was wearing a black t-shirt with a white line going down the middle. In the center of the white bar was a black space that separated the bar with a '10' in the middle. He still had his jacket, but the bottom had been lengthened to his knees. He wore a pair of black jeans with white and black running shoes.

Makoto's outfit was interesting. She wore a chestnut-colored jacket that went down to her waist with a brown and black tee that was stretched by her assets and exposed her toned, flat belly. On her shapely rear and hips was a pair of chestnut short-shorts with black leggings that covered her lovely, well-toned legs, her feet hid in black and acorn-colored running shoes. On her hands were a pair of brown, black, and chestnut fingerless gloves with the backs exposed in an acorn design and went up to an inch below her shoulders.

'At least it covered the boobs and panties,' Sonic thought as he drove their vehicle out of the town.

"So where are we going?" Ben pondered, sitting in the passenger's seat.

"The Freedom Fighter's kid base," Sonic replied, "Though everyone calls it either Notre Dame or Sanctuary."

"Notre Dame? Does a guy named Quasimodo live there, ringing bells?" Ben joked.

"Nope. But we do have Friar Tuck who runs the place and teaches the kids about this 'God' guy. Personally, I believe that the head honcho in the sky is a lady," Sonic noted.

"A girl? Really?"

"Yep. Who else is way past cool to create all life? Not a guy, but a girl," Sonic smirked, "Think about it. How gross is it that we were all created by a guy of all things?"

"I don't really think about religions," Ben shrugged, "Too busy with saving the world and all."

"Ah," Sonic nodded, "Still, you always need something to turn to during dark times like ours."

Ben nodded. He could understand a bit about what Sonic was talking about. They were in a planet-sized civil war, so of course they needed to have something to rely on, even if it's just a religion. He saw a few soldiers on a planet stuck in a civil war between reds and blues praying to their own deity at times while he was there. It gave them a…a sense of calm and hope. Hope that they would survive another day of war. Hope that the war would end with victory and not defeat. Hope that some miracle could appear to them and save them all.

Ben didn't really take to any religion. Even when he was a kid, he didn't really see anything important with it. His parents never tried to make him believe in any deity, but he always believed in beings like Santa Claus, the Easter Bunny, and even the Boogeyman. The make-believe was what he always looked at in being real. His grandpa was even turned into Santa Claus for a bit once when he was ten, so it was all the proof he needed that Santa Claus was real. It was even during that fateful summer that his belief in the Loc Ness Monster was proven in a way since he did find a Nessie…but it wasn't in the Loc Ness. But this…now this was interesting. A girl creating everything? That was actually plausible in Ben's head.

"So are there any problems with us going there?" Ben asked.

"Huh?" Manic looked over at Ben.

"Makoto and me. We're both not Mobians, so wouldn't that cause problems?" Ben asked.

"Not really. Sanctuary has a Mobian Human there, acting as a nun," Sonic shrugged, adopting a small smile, "She's a great woman, too. She reads to all the kids at night before it's time for bed and tucks them all in and kisses them on the foreheads while putting a cup and pitcher of water on their bedside tables so they could have something to drink at night if they get thirsty. She's just…she's a great mom to them all."

"Sounds like you have experience with her," Makoto noted, leaning over the passenger's seat as putting her head on Ben's.

"Uncle Chuck and I spent summers in Sanctuary. She was twenty when I was first there so she's around thirty-two now. No finer nun than her, bless her soul," Sonic smiled wistfully.

"Though no one's seen her face. Damn cat keeps hiding it under a hood," Manic frowned.

"Manic!" Sonic barked, "Do not curse that nun. Got it? She is a Godsend for the kids there, thank the Lady above."

"Huh? What do you mean?" Ben blinked.

"Well, she keeps a hood over her face, only showing her mouth and eyes," Sonic pointed out before seeing their confused expressions, "…It'll make better sense once you see her."

Ben, Makoto, Sonia, and Manic looked at each other and then back at him.

"Well, here we are, everyone; Sanctuary," Sonic grinned as they got off the vehicle.

"Wow..." Ben and Makoto awed.

The structure before them was truly impressive to the two aliens on the planet Mobius. The structure, while paling in comparison to all the massive trees that seemed to go into the clouds, was still fairly impressive. To Ben, it appeared to be an exact replica of Notre Dame back on Earth, yet with some minor differences. The gargoyles had been replaced with angels and gargoyles. The pillars that supported the structure was shaped to resemble Eastern Dragons spiraling upwards while holding spheres in their upper talons, the spheres actually lights that illuminated the area at night. The windows were all made of stained glass of various colors.

"It's amazing, Sonic-san," Makoto awed.

"That's what I said to my Uncle Chuck when I first came here," Sonic grinned before feeling something tug on his arm, making him look down to see a human girl around four, smiling up at him, "Well, here we go again."

"It's Mr. Sonic!" the little girl called out to the trees.

It was then the blue hedgehog was run over by a bunch of children of various Mobian species and Human species of various ages between three and thirteen. It was surprising that the youngest of the children were the first to tackle the hedgehog over in a large hug-fest.

"All these kids live here?" Ben whispered.

"Robotnik's a cruel man, like we told you both," Sonia frowned as she gazed upon the laughing and excitable children that had surrounded the grinning blue hedgehog, "He's made orphans out of so many children. Some even a matter of minutes after being born."

"Children! Please stop that now. We have guests, afterall," a voice called with a few claps.

"Nun-Kaka!" Sonic beamed happily.

The children around him gasped before running over to a figure. Her outfit was a much-larger version of the white part of Kokonoe's outfit, reshaped to resemble a nun's dress, the upper part of it stretched by her rather ample bosom. Over her head was a nun's hat with the upper sides hiding her cat ears. Her face was enshrouded by darkness, leaving only three things visible to them all; a pair of red eyes and a white outline of a mother's smile, radiating all the warmth and kindness included. She gently patted the head of one of the children before waving them off inside. She walked up to the group of five.

"Greetings to you all," the catgirl bowed, "My name is Nun-kaka. I am the head nun of Sanctuary and am always happy to see new Mobians and people seeking refuge in these times of crisis."

"A Kaka Clan member!" Makoto gasped, "Do you know anyone by the name of 'Jubei,' 'Torakaka,' or 'Taokaka?'"

Nun-Kaka froze up at the last name. She slowly turned to Makoto.

"T-Taokaka? Please, did you just say 'Taokaka?'" Nun-Kaka asked, shaking just slightly.

"Um…Well, yeah. Is…is there something wrong?"

"Um…well…Tell me, is Taokaka…happy?"

"Happy? That's an understatement to what I've seen. She loves meeting people and fighting others, showing off her abilities. Keeps calling me 'Furry Girl,' too, but I don't care since she's one of my best friends ever since I met her in Doctor Litchi's clinic when I was in school!" Makoto replied, happily "She's the new guardian for her village, even. Well, once Torakaka officially retires from the job."

"She…She's being given that high an honor?" Nun-Kaka gasped, a hand covering her mouth in surprise.

"Yep!" Makoto grinned, "Why?"

"…Because Taokaka is my little kitten," Nun-Kaka smiled motherly.

"…What?!" Makoto gasped, her tail and ears shooting straight up, "But…But you died!"

"I nearly did had it not been for this strange being I saw before my end in that terrible collapse," Nun-Kaka noted.

"What did you see?" Ben pondered.

"A strange human, yet smelled off. Not like a human, but also human. He wore a white lab coat over a red sweater-vest and white button shirt with a pair of brown pants, and a strange pair of green-tinted goggles."

'Professor Paradox? He took this lady from her daughter?' Ben thought.

"Tell me, Makoto, was it not? Could you tell me about what you know of how my little kitten has been?" Nun-Kaka pondered hopefully.

"Sure I can! Do you know Miss. Litchi?" Makoto asked.

"You mean Boobie Girl?" Nun-Kaka tilted her head innocently.

"…You two are mother and daughter…" Makoto sweatdropped as Manic held back a snort of laughter.

"B-Boobie Girl?" Sonia gawked.

"When the village elder tasked Miss. Litchi in teaching Taokaka about the world, I helped along with two of my friends, Noel and Tsubaki, because Miss. Litchi helped treat me when I fell off a tree," Makoto explained, "Taokaka's a great vigilante."

"Really? Oh my…Ever since she talked with that Bang fellow, she really wanted to do that," Nun-Kaka shrugged as she shook her head, earning a giggle from Makoto, "Still…" she gave a soft, motherly smile, "To hear her achieve her dream brings such joy to me. But…it also brings such sadness since I could not see her grow up to become her dream."

"Nun-Kaka…" Sonic whispered.

"Hm? Oh! Hello Sonikku," Nun-Kaka greeted, gently pecking his forehead and earning a faint blush from him, "You've gotten so much more cuter since I last saw you."

"Eheheheheh…" Sonic chuckled sheepishly, rubbing the back of his head with his left hand.

"Weird. I thought nuns slapped kids on the back of the hand for using their left hand for anything," Ben noted.

"Yes. That is the standard, but I choose not to. I've always believed that the Lady we are all under does not mind such trivial things. It is the deeds that you perform that she watches over, not the smallest of things," Nun-Kaka replied, placing her hands together in prayer's position.

"And we've met the lady who's converted Bro," Manic smirked.

"Bro? Oh! You're Sonya and Manikku! Sonikku sent me letters about your adventures!" Nun-Kaka beamed.

"Manikku…" Sonic snickered.

"What about Sonya?" Mani chuckled before Sonia shot them both a look.

"Ben Tennyson, ma'am," Ben held his hand out to her.

"…" Nun-Kaka blinked at the hand before tilting her head, "…Nya?"

"She doesn't understand the handshake, Ben," Sonic whispered, "You bow to her."

"Oh," Ben blinked before bowing.

"Oh! It's nice to meet you, Ben-chan," Nun-Kaka bowed.

"Ben-chan…" Makoto snickered.

"Wh-What's so funny?" Ben asked.

"Oh…Nothing…" Makoto looked away with a small, teasing smile.

Nun-Kaka gave a calm serene smile as her tail gently swayed back and forth. The youngest of the children in Sanctuary mumbled in their rest, some cuddling another. Sonic continued his calm and gentle guitar strumming (The soft tune they played on the results screen for Sonic the Hedgehog 2006), his eyes closed and a small smile on his face.

"He really cares for this place, doesn't he?" Sonia whispered.

"That he does," a voice chuckled, "That he does."

The group of four turned to see a rather plump American badger Mobian with a somewhat bald noggin, large bushy eyebrows, and a friar's brown robes, a rope around his waist.

"Hello," the badger greeted.

"I take it you're the Friar Tuck Sonic mentioned," Makoto pointed out, earning a chuckle from him.

"That I am, my dear, that I am," Friar Tuck informed with a small smile.

"You don't sound English. You sound like you're from some Southern place," Manic pointed out.

"Manic!" Sonia whispered harshly.

"Oh, it's quite fine," Friar Tuck chuckled, "Rob 'O the Hedge gives me that as well."

"Who?" Ben pondered.

"He's the guy in charge of protecting this place. He's also second best at swiping stuff from Robotnik," Manic smirked, "Good guy, too. Though the accent…"

"He has an accent?" Ben and Makoto blinked in confusion.

"So where is the cool dude?" Mani pondered.

"He's out on a crusade for more supplies for Notre Dame," Friar Tuck informed, "Though I am sure the good Lord will forgive him for his sins."

"Lord? I thought it was 'Lady,'" Manic blinked.

"Uht!" Friar Tuck slapped his forehead in annoyance, "Again? Honestly…I care for the dear, I do, yet this constant belief that the Lord is actually a…a…a Lady?! I do not know where she got that idea."

"Well, Sonic told me that it could be because both him and Nun-Kaka think that a male can't create something so vast," Ben noted, "Personally? It does sound more possible that it was a female…"

"Absolutely not," Friar Tuck sighed, "I accept her beliefs, but I just wish she didn't try to convert the children to that belief."

"From what I saw, it's mainly the girls and Sonic that believe it," Makoto noted.

Friar Tuck sighed with a facepalm.

"And the majority of the Kaka Clan from where I'm from believe that God is a female, too," Makoto noted, "Though…That's mainly because the children born from a Kaka Clan member is one hundred percent female."

Friar Tuck, Manic, Ben, and Sonia slowly looked over at the squirrel Beastkin. They then slowly looked over at the now-purring Nun-Kaka as Sonic continued his melody. Ben shuddered as he began to think about whether or not Kaka Clan DNA was in the Ultimatrix. He noted to himself to not scan Nun-Kaka if that were or were not the case just to be safe.

"Wait. So there had not been a single male born from her home?" Sonia pondered.

"Not one. The males there are all from outside the clan or the girls come home pregnant," Makoto noted, "Though…there is the small problem that only 100 Kaka members are able to be alive at one time because of a genetic defect in their DNA."

Ben frowned. On the inside of his head, he was slamming his head against a wall. On one side, he could help Nun-Kaka's genetic problem, but then he'd end up getting her DNA added to the Ultimatrix. But if he ignored it, then he would be going against everything he was taught about and raised to live by and feel guilty for not helping a problem be solved when he knew he could do something about it.

"Um…I think I could help. With the genetic problem, I mean," Ben admitted, earning the attention of the others.

"How so?" Sonia asked.

"You remember what I told you about the Ultimatrix? How Azmuth added a 'Noah's Ark,' if you will, to it?" Ben replied.

"A Noah's Ark in…?! How can a vessel so massive as to hold two of every animal on the planet able to be stored in such a small device?" Friar Tuck frowned.

"Shh," Manic sushed as he thumbed to the children and Nun-Kaka, the Kaka Clan member starting to glare at them.

Friar Tuck sheepishly chuckled quietly before motioning the others outside.

"It's just what Azmuth decided to call the feature. It has the ability to revive any and all species that are stored within Primus while also doubling as a healer for genetic damage," Ben informed.

"So that means Nun-Kaka could have more children and not worry about the 100 limit for their populace?" Makoto pondered.

"Yeah. But she'd have to have an alien DNA in her as well, possibly one that most like her species in terms of appearance," Ben noted, "It was the only way it would work when it came to the Highbreeds."

"Well, think about it like this; they spent their entire species' time inbreeding, right?" Manic pointed out.

"Yeah."

"Well, how long have the Kaka Clan been alive?" Manic asked, turning to Makoto.

"Well…Ano…" Makoto frowned as she began to nibble on the tip of her thumb in thought, "Ano…Oh! I know! Almost a hundred and ten years!"

"So that means their DNA's possible less damaged by a ton," Manic noted, "So you may not have to mix DNA here, dude."

"Really?" Ben blinked.

"That's right!" Makoto exclaimed, "They've been inbreeding since the begging of their race, right? That's why you had to mix up the Highbreeds' DNA."

"I hope I don't have to," Ben frowned at his device before looking at Friar Tuck, "Sir, is it okay if I try it?"

"I don't mind at all. But, uh, you should know that she doesn't believe in that stuff. She believes the Lord will bless her with a cure through prayer," the friar informed, causing the four to facefault.

"Friar Tuck, I am about to sin multiple times in the next few moments with all of them being the same reason," Manic informed.

"The Lord forgives thee," Friar Tuck nodded before Manic let out a flurry of curses, making the friar pale a bit and fall on his rear in shock.

"The melody was simply soothing, Sonikku," Nun-Kaka whispered as she hugged the blue hedgehog once they had walked out to the back of the church-like structure.

"It was nothing, really," Sonic chuckled sheepishly, "I mean, I kinda based it off that lullaby you hummed when I visited."

"I could tell. I also noted that was your first time playing it, ne?" Nun-Kaka smiled.

"Um, well, y-yeah…" Sonic looked down, blushing, before Nun-Kaka bent down and pecked his forehead with a kiss.

"It was truly beautiful," Nun-Kaka giggled softly as Sonic's face turned red in a blush.

"Th…Thanks…" Sonic got out when they heard a cry.

"Sanctuary! Please! We need Sanctuary!"

"Oh no…" Nun-Kaka gasped before Sonic took her hand and raced off, stopping to a halt near the stairs.

The two felt their hearts break at the sight before them. For lying upon the steps of the sanctuary, a Mobian cat laid. The blood from her fatal injury stained the very steps of it, a Mobian Doberman in deep-amethyst knight's armor, the helmet replaced with an old English musketeer's hat stained purple with a scarlet plume on a side, stood and held a clothed item.

"Again you come upon these sacred steps, Frollo," Nun-Kaka hissed.

"Wait. What's he got?" Sonic whispered.
"A baby?" Frollo pondered until he gasped upon what was within it fully before growling and pulling out a knife, "A monster!"
"Stop!" Friar Tuck cried out upon the top of the steps, lightning flashing in the evening skies above.
"This is an unholy demon. I am sending it back to hell, where it belongs," Frollo informed as the others gazed out, Makoto and Ben hiding just barely noticeable.
"See the innocent blood you have spilt upon the steps of Notre Dame," Friar Tuck pointed out, almost singing sorrowfully and in an English tone.
"I am guiltless. She ran, I pursued."
"Now you would add this child's blood to your guilt on the steps of Notre Dame," Friar Tuck continued in his strange, somber tone, approaching the armored figure.
"My conscious is clear."
"You can lie to yourself and your minions. You can claim you haven't a quam. But you never can run from nor hide what you've done from the eyes~" Friar Tuck continued as he waved his right hand to Sanctuary before them, "The very eyes of Notre Dame~~~!"
Sonic gulped. Friar Tuck was livid. The blue hedgehog could always tell it when Friar Tuck truly tapped into his profession. He would start speak-singing in a way as his voice grew elderly, cold, and very English. It was what made him start believing in religion. As for Frollo, for one time in his life of power and control, Frollo felt a twinge of fear for his immortal soul.

"What must I do?" the Doberman demanded, fear in his tone.

"Let the child live, let it be raised properly without a quam~. To let him live on in the steps of the spilt blood of his mother's upon the steps of Notre Dame~!"

"Fine them, keep the misshaped demon here."

"Here? Where?"

"Anywhere! Just so he is kept locked away so no one else can see. The bell tower, perhaps. And who knows, our Lord works in mysterious ways," Frollo continued as he gave the bundle to the friar, "Even this foul creature may prove use to me one day."
"And the child's name, that you have given unto my palm~? What will you give to him for a name before the eyes~…The very eyes of Notre Dame?"
"Quasimodo," Frollo informed before he turned and walked away.
"So cruel," Nun-Kaka whispered, a tear falling off her hidden face, "'Half-Formed.' Is the child truly that horrid to see?"
Once the canine walked away, the two ran over to Friar Tuck as the others walked out.
"Oh my…" Makoto whispered as she gently slid the eyes of the passed-on Mobian shut, managing to place her hands over her chest before rigor mortis was to start.
"How cruel…" Sonia whispered, looking in the direction the Mobian had left.
"Well, let's see the little dude," Manic removed the hood of the blanket, revealing a human infant's head, yet with the ears of a cat with a small tail poking out, "Aw…Now how is this half-formed, huh?"
"He's a mixed blood," Sonia noted before turning to Friar Tuck, "Who was that cruel Mobian?"
"'Twas Sir Claude Frollo, a knight Robotnik allowed to keep his position from the past," Friar Tuck frowned, his voice still in that state, "He betrayed the very queen we cared and respected for by not fighting to the last. He joins not Robotnik nor those who wish to combat he and his metal fiends. He truly gives no qualms for even the darkest, the most tainted, of his misdeeds. He does not speak to any of this land's place, all he cares for is his 'rightful' space. Yet tonight he has felt it, he has been shown his qualm. Upon these very steps, these most holy of steps…the steps of Notre Dame~~~!"
Ben knew a few things about those who were religious. And one of the things was that those who were truly followers of their beliefs…they knew fear unlike any other if they were to incur the wrath of their deities. He looked up upon the Sanctuary and shuddered, gazing upon the towering sight that could not go beyond the tall trees. He wasn't religious, yet he could truly feel some omnipotent, omnipresent being gazing upon him for just the briefest of moments when lightning flashed in the sky.

"The deed is done," Friar Tuck informed as he walked into the room, his robes and visible skin stained with dirt and bits of blood, a dirtied shovel in one hand.

The room was well lit by a fireplace and a few candles. The carpet was a soft shade of red with various shelves filled with books. Nun-Kaka looked up from breastfeeding the infant, a small article of clothing hiding her bosom and the child's head, as Sonia looked away from a fashion magazine and Makoto from a book on Mobius Laws before Robotnik took over. Manic and Sonic were next in, in the same condition as Friar Tuck.

The last one to enter was big, possibly bigger than Rath in terms of size, around 10 feet in height. He had a yellow-armored body and looked much like a robot. His head was similar to a Greek Corinthian helmet with two horns or ears on it, giving him the appearance of an armadillo. He had a gray tail and jackhammer parts on his elbows, wrists and hands, creating the impression that he was is a digging robot. Despite the mechanical appearance, all of these aspects were in fact biological and natural to his race.

He had bolts on his shoulders and had a metal circle on top of his head. His fingers had a small horizontal line design along with his tail. His arms and upper arms and thighs were chain like. The most obvious thing as to his identity was the familiar black and green emblem on his torso.

"Ben?" Sonia blinked.

"Armodrillo," the alien informed, "Helps with making graves for the recently deceased while I used Diamondhead to create a casket for her."

"It was truly lovely, Benjamin," Friar Tuck nodded to the alien as he turned into his human self once more, "Now what to do with the child. I know that…that ruffian wishes for Quasimodo to…"

"Aka-Kaka."

"Hm?" everyone looked at the nun.

"I'm adopting him, Friar Tuck. Therefore, I name him 'Aka-Kaka,'" Nun-Kaka informed.

"…I…I see…" Friar Tuck sighed, feeling the headache form.

"Do you know where we can bathe, Sonic?" Ben whispered.

"Yep," Sonic nodded, "Just so you guys know; there's only three private baths here and there is an entire floor dedicated the bathing because of all the kids that live here. And it's co-ed on that floor."

"Co…ed?" Ben blinked.

"You bath with both dudes and dudettes, dude," Manic chuckled with a sly, barely-noticeable perverted grin.

Ben and Makoto twitched. Sonia narrowed her eyes before sighing and turning to Nun-Kaka.

"Please tell me you know where one of the private baths are," Sonia whispered.

"Ara?" Nun-Kaka smiled with a tilt of her head, "Sure, Sonya."

Manic snickered until Sonia jabbed her thumb onto his neck. Manic collapsed, laughing up a storm, as Nun-Kaka with Aka-Kaka in her arms led Sonia out of the room.

"Dude, I am serious. You're into chicks with big tits, aren't you?" Manic smirked at Sonic, who was poking the lukewarm bath water.

"What?!" Sonic exclaimed as he and Ben looked at the green Hedgehog as he rinsed himself with a bucket of cold water.

"Y-You're crazy, Manic. Just crazy," Ben noted.

"Nope. We all love big tits. Proof's in the Makoto Boobs and Nun-Kaka Hooters," Manic pointed out, causing the two to blush harder.

"Manic, if you don't change the subject in five seconds, Rath will have a word with you," Ben glared.

"Chillax, dude. It's just us dudes here," Manic smirked before the sliding door opened, letting a nude Nun-Kaka walk in, not even bothering to hide her exposed breasts and womanhood to the trio while still keeping her normal head attire on, "…And I'm in heaven."

"Manic!" the other two squeaked out in cracked voices before looking away from the nun with hard blushes.

"Ara-ara! I'm glad we're all here!" Nun-Kaka beamed as she slid into the bath waters and pulled the two in it into a hug, nuzzling their cheeks as their faces turned bright scarlet.

"N-n-n-n-Nun-K-Kaka…" Sonic squeaked out.

"Even now you get so flustered, Speedy Blue," Nun-Kaka giggled, pecking his forehead, before looking at Ben, "I hope Speedy Blue-chan hasn't been so silly with you, Alien Guy."

"Alien Guy?" Ben blinked.

"Oh, yes. Speedy Blue-kun's last letter talked about you and Furry Girl," Nun-Kaka giggled before gazing at his torso, "Ara? No injuries. You must be a fast healer, Alien Guy."

"Uh…Well…" Ben gulped as Nun-Kaka's impressive assets rub against his chest as she hugged him tightly.

"You were hurt by someone before going in that thingy, Alien Guy, that I can tell," Nun-Kaka pointed out, "So tonight, Nun-Kaka will be Nurse-Kaka."

Sonic's face turned even redder. He remembered when she was 'Nurse-Kaka' last time he was here. It was when he lost his foster parents to Robotnik's forces. The whole time he was there, Nun-Kaka would snuggled with him in bed. Still, it had been her that helped him accept what had happened and helped him get the resolve to do what he believed in. Well, that settled it. He and Manic were going to sleep in the bus tonight.

'Good luck, Ben, you're gonna need it tonight,' Sonic thought.

"I…I think I just had enough with…with just about everything," Ben sighed as he walked into the bus as Manic was tuning up the engine.

"Nun-Kaka in your bed when you woke up?" Manic guessed.

"How did you know?" Ben demanded.

"Bro told me about it when we went to our rooms," Manic explained as he twisted a knob and screwed in a bolt, "When she goes 'Nurse-Kaka' on you, she'll sneak into your room and snuggle with you. But she doesn't do it often unless you were hurt badly like those wounds you had when we first found you and Makoto."

"…I swear I am going to get you both back for not warning me," Ben frowned.

"Oh, come on. What can you do?" Manic smirked before realizing who he was talking to, "Oh yeah…You can go Rath on me."

"Oh no. That would be too easy," Ben smirked, "You'll know it was me, but you just won't know when it was me."

"I see," Manic gulped.

"And just so you know, Nun-Kaka's genetics are okay," Ben informed, "The Ultimatrix does it immediately now without confirmation from me verbally."

"So it's got mental activation, too? Dude, that is tight," Manic smirked.

"Not when it has to copy the DNA in order to fix it," Ben frowned.

"…" Manic began to point and laugh.

"…On second thought, Rath will be seeing you now," Ben frowned as he cycled through the images and slapped the symbol.

The flash of light happened. It faded and didn't reveal Rath, but a new figure. The first, most obvious, thing was that it wasn't male, but female. She wore an outfit similar to Kokonoe's lab outfit, but the arms sewn to hide the hands and went down a foot past them. It was colored black, white, and green with a hood covering her head, hiding her features much like it would for Nun-Kaka, revealing only a white mouth and green eyes. The only visible part was her legs that seemed to be tanned deeply from too much time catnapping in the sun.

"Omni-Kaka!" the neko-onna declared before looking at her cat-like sleeves, "Oh come on, Changing Watch, Omni-Kaka wanted Big Tiger Man!"

"…Ha!" Manic pointed and laughed.

"Shut up, Drum-Head!" Omni-Kaka hissed before swinging her left 'paw' at him, causing barely-visible scratch marks to appear on his face.

"Ah!" Manic yelped as he fell over, holding his face, "Ow…"

"…Omni-Kaka likes this form neow," Omni-Kaka grinned deviously as she went into the bus.

"I swear I am not going to like that form," Manic growled as he got up, still holding his face with one hand before resuming his work…until a squirt of oil sprayed him in the face, "Ah! Ah! Ah! Oil in my scratches! Oil in my scratches!"

"I am so glad we got there first," Makoto, holding a few grocery bags, beamed, "Who knew that Rob O the Hedge could get all that food."

"Well, he has a group of merry Mobians to help," Sonia nodded, "They're the only team that has yet to lose a single member to Roboticization."

"They must be top notch, huh?" Makoto grinned.

"They're one of the best," Sonia nodded before seeing a groaning Manic, covered in oil and cat feathers, "Manic! Oh my goodness, what happened?"

"Never get Ben in a pranking mood. It will bite you in the ass," Manic grunted as he got up, "Dang Omni-Kaka! Scratch to the face, plus oil, and now feathers. I will have my revenge!"

"Omni…Kaka?" Makoto and Sonia looked at each other in confusion.

"Good news, the lady won't have to worry about the 100 limit you gave us. Bad news? Ben got an alien form that's got the attention span of a three-year-old."

"…He didn't," Makoto smiled.

"He did," Manic sighed before Omni-Kaka pounced on him, "Ah!"

"Hiya, Pink Lady, Fuzzy Girl!" Omni-Kaka waved, her brown and white tail wagging happily behind her, "Look! Omni-Kaka got a new alien form!"

"Ben…You're on Manic," Sonia sighed.

"I know I'm on Drum-Head, Pink Lady!" Omni-Kaka mewled before seeing the bags, "Did you bring meat buns? Omni-Kaka's hungry."

"…" Makoto facepalmed, 'An alien form that's acting just like Taokaka…'

It was then they heard a beeping sound. Omni-Kaka looked down at a red flashing light under her jacket. She moved it and exposed her moderate B-Cup held by two straps attached to her green short-shorts, revealing the symbol on his device was just above the breasts, flashing red. A red light filled the area and faded, revealing Ben sitting on Manic.

"Finally it timed out," Ben sighed in relief, "I couldn't remember how to change into another alien at all when I was in that form."

"My revenge will be swift and painful…" Manic seethed under Ben before the teen got off Manic.

"Okay, guys, it's juice and jam time," Sonic informed as he ran up in a blue blur.

"Wow! You're really fast, Sonic!" Makoto exclaimed in awe.

"Thank you," Sonic smirked before holding up a scroll, "Mom just dropped this off with Robby before they got here for us."

"What?!" Manic and Sonia gasped as they rushed over to their older brother and began to look at the scroll with him.

"She wants us to investigate strange occurrences that are happening a hundred miles east of Kashastan," Sonia noted.

"Home of your favorite mud and Rafi, Sonia," Sonic joked, earning a roll of the eyes from his sister.

"Is this Rafi her boyfriend?" Makoto smiled teasingly.

"…" Sonia zipped into the bus, "Okay, let's get going then!"

"Oh man, he totally is!" Makoto giggled.

"Not really. More like her best friend," Sonic chuckled.

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

Starring: Azmuth, Carl Clover, Nirvana (Carl Note: That's not her name! A/N: Fine, fine. Ada. C/N: Thank you) 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, "Again?!"

"Hey! It's 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!" Azmuth snapped with a tick mark forming on his head before sighing, "Well, let's go..."

It was then a small boy entered. Azmuth slapping his forehead in annoyance. The figure is a young boy with light blond hair, a fair complexion, blue eyes and wears jam jar glasses. His typical attire consists of an 1800's, higher class, London-style outfit with long white sleeves, ending in purple cuffs, and purple shorts. These are accompanied with purple military style boots which end in steel toecaps, a gentlemen's purple tophat which covers his head, and a short purple cape which is attached to his body by a metal fixture in the shape of an 'X' and has a sort of cowbell hanging from it. The other is a doll. She has short light blond hair and blank eyes, with a crack on her left eye. She wears a purple dress with a white collar, a purple hat with a golden ring, separate sleeves, and longer arms that reach almost to her leg. These two are Carl Clover and Deus Machina: Nirvana AKA Ada Clover, the children of Relius and Ignis Clover, the latter being transformed into a Nox Nyctores much like Ada was by Relius Clover.

"Sis, where are we? And where's the strange man with the pocketwatch?" Carl pondered.

"...Curse you, Paradox!" Azmuth screamed.

"Whoa..." Carl awed, "Sis, that frog just spoke."

"He's Froggy Man, Taokaka's teacher about Aliens!" Taokaka beamed happily.

"My name is Azmuth, you idiot!" Azmuth snapped before sighing, "Very well, then. Let's begin, so get out a notebook and pencil so you can take notes."

"Yay!" Tao cheered.

"Wh-What?!" Carl gawked.

"Well, that's the reason why the Time Walker sent you here; he wants you to learn about aliens for a reason," Azmuth frowned.

"Um..."

"..." Nirvana put a hand on his shoulder.

"...Okay, Sis. I'll listen to him," Carl took out a notebook and pencil.

"Good. Someone who listens correctly. Alright then, let's begin," Azmuth informed before a monitor lowered itself behind him, turning on to reveal Big Chill's transformation, "This...is Big Chill. He is a Necrofriggian from Kylyys. The homeworld of this species is in a constant winter."

"Then how do they eat?" Taokaka frowned.

"They survive on the snow, metal, and plasma in space," Azmuth replied as the screen showed Big Chill revealing his wings, "Necrofriggians are moth-like aliens who bear a striking resemblance to the cryptid Mothman (a mythological monster from America). Necrofriggians come in blue or white. They have wings that are outlined in black which make them look a little like a butterfly or moth."

"I see...So, Mr. Azmuth, what can they do besides that?" Carl raised his hand, "oul thy possibly us ice powers?"

"I'm getting there, child. Good head on your shoulders," Azmuth chuckled as the screen showed Big hill fighting, "Necrofriggians can breathe ice, fly and become intangible. They can also fold their wings and antennae forming a hood and a long robe, giving them a phantom-like appearance."

"So they like Operas!" Taokaka exclaimed, earning a facepalm from Azmuth.

"I don't think that's true, Ms. Kitty," Carl sweatdropped as the screen depicted Big Chill's episode involving pregnancy.

"Necrofriggians breed asexually by laying eggs once every 80 years. They build a nest out of large amounts of metal, mostly iron, from which their babies will hatch, ranging from a few to many. When babies hatch they have an appetite for metal and will first eat the nest, before they instinctively fly to their home planet (if they aren't on it already)," Azmuth explained, "With that knowledge, it should be noted that Ben Tennyson now has 14 Necrfriggian children flying out there in space because of this cycle."

"Yay! Babies!" Taokaka cheered.

"Quiet, you!" Azmuth barked, shaking a fist at her, before the screen depicted Ultimate Big Chill appearing, "Now this is the evolved form of Big Chill, Ultimate Big Chill."

"Ultimate?" Carl repeated.

"Evolved Necrofriggians have red skin and wings instead of blue. Their wings and antennae have fire patterns. They can still go intangible and breathe ice. They can also create "ice flames" (as quoted from Ultimate Big Chill, "fire so cold, it burns"). These work by taking heat away from something until it's frozen," Amuth informed.

"..."

"You're right, Sis. Mr. Azmuth? How do they evolve like that?" Carl asked.

"You can thank the Ultimatrix for it appearing, thanks to its Evolution Feature. The evolution feature worked by placing the selected species in a simulation, right down to the DNA, for an extended period of time, about a million years or so, in what is described as a "worst case scenario"; the actual DNA is then simply modified to match the new DNA. This survival of the fittest routine explains why the evolutions are more combat-centered than their normal forms."

"Oh my...!" Carl gasped.

"Oh, so very true," 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 Big Chill and Ultimate Big Chill and another of Taokaka sleeping or eating meat buns while a third depicted Big Chill making an ice sculpture with tiny 'baby' Big Chills mixed with Kaka Clan kittens. He looked up from it to see Taokaka had fallen asleep, drooling.

"..." Azmuth groaned, "...This is going to be a looong tutoring. Now for you, Carl."

Carl nodded. He held up his notebook, showing detailed designs of Big Chill with various notes on the sides and pieces of him circled.

"Ah, excellent work, Carl," Azmuth nodded, "May I take a look at your sister?"

"Sis? Why do you want to do that?"

"From what I can see, you've mainly been taking in detail on the wings," Azmuth informed, "So why not help me help you help her have wings?"

"Um...Sis, what do you think?" Carl asked, looking up at Nirvana.

"..."

"Well...If you're sure. Just don't do anything too bad to Sis, okay Mr. Azmuth?" Carl gulped.

"It will be fine. If your sister wishes it, you may observe as I give her wings and anything else she may like. Sound fair?" Azmuth smiled.

"..." Nirvana patted Carl on the head.

"Sis..."

"I'm sure that she says that it's fine for you to see," Azmuth smiled, "Plus, this will give you the upper hand on that freak, Relius."

"You know that man?" Carl gasped.

"No. But I have observed his information in secret during this little tutoring session," Azmuth informed, "Truly terrible what he's done to you, your sister there, and Ignis."

"..."

"If you wish, I may also get Ms. Litchi and Mr. Shishigami to be there for you both," Azmuth gave a small smile.

"...O...Okay, Mr. Azmuth."