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 do own Roll Cyber Sakurai, though.


Rebel 11: Sin Alley


"Ugh…"

"Yikes. It was only for five minutes this time…" Cyrus noted as Ben began to come to on the medical bed.

"Please tell me you got enough data on him to not make him go back into that form again," Makoto gulped.

"I believe so," Cyrus noted as he looked at a tablet-like device in his hands, "It seems that your Grimlock form was heavily modified to be a weapon of combat, Ben. However, the process seems to be one that was dangerous, life-threatening even. Many of his systems seem to have been diverted away from the central processing unit in order to boost the power. Your form shouldn't even be able to think, let alone speak."

"Well, thinking does hurt when I use that form. And so far…" Ben glanced over at Makoto and Manic, "Only Makoto and Manic have seen what Grimlock is truly capable of when his limit is reached."

"Don't remind me," Manic shuddered, "Major damage all around."

"I wasn't that bad," Ben frowned, 'From what I can remember.'

"You bit off a dude's head!" Manic exclaimed, "You turned into a humungo robo-lizard and blew fire into the dude's face before ripping his head off!"

Ben cringed at that. He only recalled Makoto being electrocuted and then waking up in the medical area of a Freedom Fighter Base.

"You'll need to be careful with that form, Ben. If you use it too many times, it's most likely that when you run out of time as Grimlock, your normal body won't be able to take it and…" Cyrus trailed off at the end, earning a nervous gulp from Ben, "Now you're staying here until you've been given the A-OK from the doc."

"Yeah, yeah…" Ben sighed before Cyrus left, "Man…This sucks."

"Ano…Ben-san, you were the one who volunteered to do this," Roll pointed out, Yacker nodding as he floated beside her.

"Well, he guilted me into it," Ben sheepishly admitted.

"But I think he's also glad you went with us," Sonic noted, "We could've been in some serious trouble if you hadn't."

Ben nodded. He was somewhat sure that they could've done fine without him. But then again…Jin was dangerous, especially with that sword of his. A small breeze went through the room, making their eyes widened.

"Who opened the window?" Sonia asked.

They turned to the room's single window to see it had been opened. A lone scroll hung from the windowsill, held down by a bobby pin. The seven looked at each other before Yacker flew over to the scroll and took it. He flew over to Sonic and handed him the scroll.

"It's from Mom!" Sonic exclaimed.

"What's it say?" Makoto asked.

"'A pair of old friends of your father require assistance in keeping Robotnik's forces away from their town,'" Sonic read, "Our…Our dad?"

"The King?" Ben asked.

"Late king, actually," Sonia replied, "He died during the siege Robotnik did in his takeover of Mobotropolis."

"Where does it say to meet them?" Makoto asked.

"…Sin Alley," Sonic looked at the note.

"Sin Alley? You mean the Sin Alley that has the highest supply-demand for repairmen, ammunition supplies, and construction teams?" Manic paled, "The Sin Alley that normally results in death or insanity for lawbreakers? Uh-uh! No way am I going there! Nope. Not even for Pop's friend. No siree. Never."


"I can't believe you're making me go to Sin Alley," Manic scowled as his arms and legs were stuck in ice.

"Well, you were being stubborn," Big Chill noted as he changed back into Ben.

"And you left before the doctor gave you the okay," Roll added as she looked at Ben.

"I hate hospitals," Ben frowned/pouted.

"Oh, you and me both," Makoto agreed, "Especially the old magazines in the waiting room."

Sonia rolled her eyes as she sat beside Sonic in the front. The van was still being tuned up by GreyMatter, so various walls were covered in tarps in the vehicle. And Ben would not work while others were in there, wanting to have what he was working on as GreyMatter a surprise. Sonic turned and began to enter a town. Ben looked out a window to note how it reminded him a bit of New York City.

"Here we are; Sin Alley," Sonic spoke.

"Now we're supposed to drive around until we spot a convertible designed to resemble a police car," Sonia noted.

"…Does anyone else hear screaming?" Roll asked.

It was then something hit the window on the front of the car, causing Sonic and Sonia to scream. Sonic slammed the brakes and the van skidded to a halt, causing everyone to fall over and out of their seats except for Sonia and Sonic, due to wearing seatbelts. Slowly, they looked at what hit them to reveal it was a Mobian Rabbit, yet also strange. His fur was a solid white while his large mouth was filled with rounded teeth. The most peculiar thing about him, though, was that his eyes were just two black dots. The group ran out of the van just as the rabbit pulled himself off.

"Are you okay?" Makoto asked.

"Oh man, I am so sorry about that," Sonic apologized.

"Nah. It's perfectly fine," the rabbit replied as he dusted himself off, "But can we do it again?"

'Again?' everyone thought with a sweatdrop.

"Uh…Maybe later?" Sonia blinked.

"Aw man…" the rabbit pouted.

"Maybe you can help us," Ben noted, "We're looking for two old friends of the late King."

"You mean fatass finally kicked the bucket?" the rabbit grinned.

"Not Ro-butt-nik," Sonic sighed, "King Azure."

"You mean Ol' Blue Butt?" the rabbit asked, "Man, been a while since Sam and I gave him a funeral. Though we had to do an empty casket one." He began to look at Sonic, "In fact, aside from your eyes being emerald, you look an awful lot like him. Are you an evil clone from another dimension sent here to destroy us?"

"What? No!" Sonic exclaimed.

"He's one of the Royal Triplets," Roll note, making the rabbit gawk.

"No way…" the rabbit blinked before taking in a deep breath, "Sam!-!-!"

"I'm coming, little buddy!"

A window shattered as a figure jumped out from the third floor of an apartment building near them. The figure tumbled as he landed, ending straight up with a Glocken pulled out with a police badge. The figure resembled a dog around the size of a normal male Human adult with dark-brown fur and had the same eyes the rabbit did. He wore a grey pair of formal pants, a fedora, and jacket with a white button shirt and a black tie underneath the jacket.

"Freeze! Same & Max: Freelance Police!" the dog Mobian declared.

"Wait, Sam! Those three hedgehog there are Blue Butt's kiddies!" the rabbit exclaimed.

"What now, Max?" Sam blinked before looking at them, "Great googolplex theaters! They look just like Azure and Aleena!"

"Aside from minor color differences," Max pointed out.


"So, Aleena sent you guys here to help us with metal arm's forces?" Sam pondered.

"Yeah," Sonic replied as Roll, Sonia, and Makoto were looking around the semi-destroyed PI office Sam had let them into.

"Aw man…" Max slumped, "There goes all the fun we've been having scraping them."

"Don't worry, Little Buddy."

"But when are we gonna get another case, Sam? Surely the local lawbreakers must miss our esoteric brand of personalized criminal justice," Max whined.

"Patience is a sharp razor to swallow, Little Buddy," Sam assured.

"I always thought it was a virtue," Makoto pointed out before a phone rang.

"Ah! I got it! I got it!" Max shouted as he dashed over to a coffee table and picked up nothing but thin air, "Hello?"

"There's a note, dude," Manic pointed out as he picked it up, "'Leave Swiss cheese by the rat hole or you'll never see your precious phone alive again.'"

"Jiminy Christmas Eve in a padlocked sweatbox! Some misguidedly ballsy felon's napped our phone!" Sam gasped.

"Manic," Sonia, Ben, Makoto, and Sonic began.

"Wasn't me. I swear. You know what happens to lawbreakers in Sin Alley," Manic shuddered.

"Eerie – I just went cheese shopping! How did they know?" Max pondered.

"Be sure it's Swiss cheese, right? And be quick about it!"

"Who said that?" Roll asked before Yacker pointed at a rat hole to see a rat with a green beanie and sunglasses scurrying back into the rat hole.

"Oh yeah. I forgot that the Mobian Rats here in Sin Alley all got shrunk a few years back," Max recalled.

"Ordinarily, I hate yielding to extortion, but I have to admit I'm half charmed by the sheer spunk of that oily little perp. Where'd you put the cheese, Max?" Sam asked.

"Gosh, it was hours ago! You know I have the memory of a dried trout," Max replied.

"You have the memory of a dried trout?" Ben asked.

"Sadly, yes I do. Well, it's gotta be somewhere in this room…" Sam noted as he began to look around.

Roll sniffed the air. She pointed to the closet door before she opened it, revealing a large pile of cheese. Nearby, Ben looked at a picture of Sam, Max, and an azure-eyed Sonic in a motorcycle with a side-car shaped like a pickle.

"Is this King Azure?" Ben asked.

"That it is. Remember our motorcycle trip through the Midwest?" Sam asked Max.

"Just you, me, Ol' Blue Butt, and the authorities from seven states trying to get Ol' Blue Butt back to the castle because he ran off. But those were quieter times," Max replied, making everyone pale a bit.

"I found it!" Roll called.

"Good job," Ben nodded.

"But this isn't Swiss cheese," Makoto pointed out.

"I don't like Swiss," Max pointed out.

"Why do you have so much of it?" Sonia demanded.

"I'm preparing for the worst thing possible; a cheese shortage!" Max replied.

"But we need Swiss, Max," Ben noted.

"I'm on it," Sam informed, "Stand aside."

With that, Sam whipped out a shotgun-like handgun. He proceeded to open fire on the cheese.

"That that, you lawbreaking dairy products!"

"Sam, no! The cheese was innocent!" Max called out.

"Innocent? I think not," Sam replied as he pocketed his gun and picked up one of the hole-filled blocks of cheese.

"Oh, I get it now. Major idea, dude," Manic smirked as Sam put the cheese before the rat hole, letting the rat pull it in and walk out.

"Greetings. The members of the Benevolent Brotherhood of Vermin would like to thank you for your offering," the rat informed.

"The Members of Sam and Max would like their phone back now," Sam ordered.

"If you don't mind," Max added.

"I regret to inform you that the situation has changed, and I am unable to comply with your request. A list of additional demands for the return of the phone is as follows:" the rat began before a familiar flash of green light came.

"Omni-Kaka!" the Kaka Clan Alien declared as she pounced on the rat and picked him up in a paw, "Ooh…It's a rat! Can Omni-Kaka eat him?"

"Not yet," Sam replied, "Put him on the table, but keep a paw on his tail."

"Okay!" Omni-Kaka beamed.

"Now, let's discuss this calmly," Sam spoke.

"Finally, some real reasoning," Sonia noted.

"Let's debone the smarmy little skeez and see if the phone's in there!"

"Omni will do it!" Omni-Kaka offered.

"Omni-Kaka-chan, no!" Roll yelped.

"I ain't talkin', coppers. Jimmy Two-Teeth ain't no rat. Er…Well, I ain't talkin'," the rat informed.

"Hand over the phone or I'll make you lick my germ encrusted palms!" Max threatened.
"Yeah, yeah, I've had worse."
"Like what?" Makoto asked.
"You don't even want to know, toots," Jimmy replied.

"Let me, dudes," Manic pushed aside the two, "I know how to talk thief. Omni-Kaka, to the closet."

"Huh? What are you doin'?" Jimmy asked as Omni-Kaka, Max, and Manic took him to the closet and closed the door, "What the…?! Where did that-Argh! No-no-no-no-no-no-no! Not that! Gyaaaaaaaaaah!-!-! I'll talk! I'll talk! Have mercy!"

"I've had mercy. It was unpleasantly gooey, like…well, like things that have fallen onto pavement from a great height," Max noted.

"I give up! Take yer phone and lemme go!"

Manic walked out of the closet with a saliva-covered phone, shuddering, "Aww, for the lova-a' – I wish I could unsee that."

"You are a criminal genius, my friend's son," Sam patted Manic's back while Omni-Kaka walked out with a happy smile.

"Where's the rat?" Sonic asked.

"Out to lunch," Max replied before Omni-Kaka burped up a green beanie and sunglasses.

Before anyone could do anything, the phone went off. Max tried to answer it, but Sam threw him out the window. The dog quickly answered it.

"Hello? Yes? They are. They're great so far. No, nothing like that yet. Great gouts of steaming magma on a beeline for the orphanage! We're on our way," Sam informed before hanging up just as Max got into the room.

"Who was that on the phone?" Ben asked.

"It was Aleena."

"Mom?!"

"She said that she hoped you three were here and that you were doing good. Haven't got complains from you yet, Sonia, so that's good. Also, she told us that there's multiple reports of malfeasance in the neighborhood."

"Oh, joy! That's my second favorite feasance!" Max beamed.

"Idiot. We've got to get down to the corner store and Sybil's right away!" Sam declared before looking at the others, "Actually…Congrats, you're all junior Freelance Police. Sonic, Roll, Sonia, Manic, go to Sybil's and see what's up. Ben, Makoto, head for Bosco's with me and Max."

"But we don't know where Sybil's is or who Sybil is," Sonia noted.

"She runs the place across the street on the building's right," Sam explained, "Her building's name is right on top of it."

"With a billboard on top," Max added.


"It doesn't look as bad as they say," Ben noted as they walked down the street.

"Thanks!" Max grinned before noticing a small human child in a white button shirt, red shorts, and an ice cream server's hat spraying Sleet's face on a garage door, "Uh oh. We've got Vandalism. Great. The boring and most-used offense."

"Say there, unfashionably dressed street urchin…" Sam began before the child turned to them, revealing he had wrinkles, glasses, and a five o'clock shadow.

"Aah! You made me mess up! Now I have to start all over!" the middle-aged man complained.

"Yowzers, you are one ugly ki…heeey…I know you!" Max realized.

"You do?" Makoto asked.

"Oh, that's right!" Sam realized, "You're one of the loveable scamps from that old TV show about the singing soda jerks!"

"It's called 'The Soda Poppers.' And the seventies are not 'old,'" the man snorted.

"Specs! It's you! Wow, an actual celebrity vandalizing our neighborhood. This is great!" Max beamed.

"Uh, some explanations, please?" Ben asked as Sam pulled him and Makoto to the side.

"About 30 years ago, there was an old show called 'The Soda Poppers.' It was a great show and helped with setting up good relations between Mobians and Humans," Sam informed.

"Until Ro-Butt-nik showed up," Max pointed out.

"The show lasted five seasons and the main characters were called 'Specs,' 'Whizzer,' and 'Peepers,'" Sam explained before turning to Specs, "Boy, you sure were a famous oddly underdeveloped teen celebrity at one time."

"I'm still famous!"

"Are you?" Max asked.

"Um, like a million point one times more famous than you!"

"Then why are they knighted and you're not?" Makoto asked, recalling the plaque they had on their office wall.

"And we're not really known by many, just the 18-to-34-year old repeat-criminal demographic," Sam added, "Say, how about an autograph for my pal?"

"You can sign my butt! Make it out to 'Squinky,'" Max grinned.

"I don't sign butts anymore. People get ticklish and they move and it gets all messed up," Specs informed, earning grossed looks from Ben and Makoto.

"I'll take that chance!" Max declared.

"Sorry, I can't stop painting. This has to be perfect," Specs replied as he motioned to the painted face of Sleet.

"So why are you drawing this?" Makoto asked.

"This is Sleet, the creator of the Eye-Bo Videos! He's a masterful genius and you should watch his video sometime," Specs replied.

"'Eye-Bo' sounds like an electronic archery toy," Sam noted.

"Eye-Bo is the truly visionary ocular fitness program. Try the video today!"

"Where can we find a copy of the video?" Sam asked.

"They carry them over at Bosco's. You should get it!"

"Sounds fascinating," Sam noted, "We were on our way there. Do you live to paint or do you paint to live?"

"I don't know why I do it…I just have to paint!" Specs replied.

"Did you take any lessons? Because this is kinda creepy at how real it looks," Makoto shuddered.

"No, it just came to me one morning. This morning, in fact."

"Well, can I ask one last thing? Is the paint supposed to go outside the lines like that?" Sam asked.

"What?! No! Where?!" Specs gasped until Max began to laugh at him, "Don't do that!"

"Well, we'll leave you to it," Sam noted.

"But you have to agree to paint me next!" Max declared.

"Sorry. I only paint Sleet."

"Man, you've got the TV Schedule memorized…Weren't the Soda Poppers going to be featured on one of those grim celebrity tell-alls today?" Sam asked as they walked away from Specs.

"Oh yeah! On Channel 173, the Child-Star Expose Network, which we only get when it's convenient!" Sam replied.

"Maybe I could help fix your TV," Ben offered.

"…You would do that?" Max asked.

"Well, yeah," Ben replied.

"Thank you!" Max squeaked out in joy.


"Hello? Is anyone in here?" Roll asked as the four walked in.

"Welcome!" they turned to see a short adult in the same outfit Specs had with a bowl cut blond hair and large blue eyes, "You all look like you could use some therapy. My name is Sybil Pandemik, a licensed Psychotherapist, Tattooist, and Barber."

"Really? That's impressive, little dude," Manic noted before hearing a knocking sound from the closet door.

"What was that?" Sonia asked.

"I didn't hear anything," Sybil replied.

Manic walked over to the door and opened it, gasping as a Makoto-sized Mobian lynx stepped out. She wore a red button shirt and slim black pants with black slipper-like shoes on her feet. She adjusted her glasses as she stood up. She also had tattoos going up her arms.

"Thank God! I've been locked in that closet for so long I was starting to invent life stories for the mothballs!" the lynx exclaimed as she walked over to a desk between two cacti in pots and a taxidermy fox on top of one, "I've gotta sit down. Oh my God! He's still here! Call a cop!"

"Junior Freelance Police and Freedom Fighters at your service," Sonic replied, "Sonic the Hedgehog at your service."

"Sybil Pandemik, licensed Psychotherapist, nice to know ya. Arrest that lunatic Peepers immediately for assault, kidnapping, and identity theft!"

"You're Sybil?" Sonia asked.

"Of course I am! That is former child star Peepers from the Soda Poppers. He locked me in a closet and has been pretending to be me to promote this insane video called Eye-Bo!" Sybil replied/snapped before taking a calming breath, "At first, I believe that his case was very complicated and delicate. He could have been repressing feelings of inadequate transference or latent unwarranted hypochondriac Freudianism."

"What now?" Roll, Manic, and Sonic blinked in confusion.

"He's a complete whack-job. Although actually, now that I look closely…" Sybil's eyes widened as she looked at Peepers, "I think he's been Hypnotized!"

"Hypnotized?!" the four gasped while Yacker cried out in surprise.

"How do we handle hypnosis?" Roll pondered.

"Typically, a hypnotic subject can be revised after rendering the subject susceptible to new input. In other words, we have to knock him out," Sybil informed, "I'll be able to demonstrate if you can knock Peepers out for me."

"You got it," Sonic replied.

"Oh no you don't. I can see you!" Peepers declared before he turned into a blur.

"He's as fast as Sonic!" Manic gasped before a yellow blur slammed into the first blur, knocking Peepers out.

"I can see you…oh…" Peepers moaned as he collapsed on his face.

Sonic blinked as he looked at Roll, her fist held out ahead where Peepers had been hit, 'She…she's as fast as me…'

"Impressive," Sybil noted, "Now, I can try to bring him out of his hypnotic state. Take control of your mind! Destroy the Intruder in your dreams! Regain control!"

Peepers groaned as he began to get up, "What…Hey…What am I doing here? What's going on?"

"Sybil?" Sybil asked.

"My name's not 'Sybil,' it's Peepers!"

"Phew! Yes, it is! Are you ok? How do you feel?" Sybil asked.

"I've got a bit of a headache…I had the weirdest dream involving me and my brothers being under hypnotic control."

"That wasn't a dream, dude. You really were under control, ended up putting Sybil here in a closet, and then pulled a cross dress and pretended to be her," Manic informed.

"Oh dear! I am so sorry for doing that!"

"It's quite okay. And was there anyone else in your dream? Someone that kept appearing?" Sybil encouraged.

"Yeah. It was a big purple robot with one red eye!"

"Shockwave," Manic scowled.

"Who?"

"The 'Bot I saw when me, Makoto, and Ben were captured," Manic replied, "He Roboticized this Hedgehog chick and called her 'illogical.'"

"That means this 'Shockwave' hypnotized you for Sleet to do his unspeakable bidding," Roll noted.

"May I borrow a piece of paper and a pen, Sybil?" Sonia asked.

"Of course," Sybil replied, "Now as a thank-you, would any of you care for a tattoo on the house?"

"No thanks," Sonic replied.

"I'm good."

"Likewise."

"Ano…I would," Roll replied, earning looks from the others, "Demo…It's part of something special in the place I'm from that we get a certain tattoo when we obtain something special. I…If you could, I'm hoping you could do it for me?"

"But of course," Sybil nodded as she and Roll walked over to a tattoo chair and pulled the curtains around it for privacy.


"So what's this Bosco character like?" Ben asked as they entered a doorway.

"He's a great guy!" Max replied.

The interior of the building they had entered was surprisingly clean. Ben and Makoto sweatdropped at the signs all over that read 'Buy 1 Get 1,' 'You Look You Buy,' and 'Don't you touch my stuff.' Their eyes widened as they saw a display with Sleet's face on it. Behind a counter was a Sam-sized dark-skinned man with a large belly, a tightly-fitting yellow and orange shirt, and green shorts.

"Have no fear, simple citizens and Bosco, the Freelance Police and their Junior Members Ben Tennyson and Makoto Nanaya are here to keep the peace," Sam informed as he adjusted his hat.

"Violently, if possible! You called?" Max asked.

"I'm hoping to avoid fighting," Makoto noted.

"Why are you a Junior Freelance Police again?" Max frowned.

"It's just you two and two teens? Where's the SWAT Team? Where's the National Guard? Where's NASA?!"

"There's a NASA here?" Ben asked.

"What?! You!" Bosco gasped, "You're Ben Tennyson, the kid with the Ultimatrix!"

"Omnitrix now," Ben corrected, "Wait. How did you know me?"

"Sir, Freedom Fighter member Bosco Bosco. Been keeping tabs on you for a while now," Bosco replied, "Shame it went to waste now that you're with these two ding-dongs."

"Hold on, Bosco. What's the problem?"

"What the problem?! It's a Robotnik Terrorist Spy! A munchkin Robotnik Terrorist Spy! He'll be the death or Roboticization of us all!-!-!" Bosco declared as he shook a fist.

"You mean Specs?" Makoto asked, "Because we just walked past him as he was making graffiti.

"Not him!" Bosco barked before pointing at someone in the Soda Popper's outfit, the same height as Specs, freckles, busy orange hair, and a five o' clock shadow on his lip area that was putting videos on Sleet's shelf.

"Hey, it's another one of the Soda Poppers!" Max exclaimed.

"Isn't he the one with the…" Sam's ears went down a bit as he frowned, "…Bladder control issues?"

"He pees a lot?" Makoto asked.

"Yeah! 'Whizzer!' His motto is 'Time Out for Number 1!'" Max grinned.

"He's a former child star?! Oh, just lock him up and throw away the jail!" Bosco demanded.

"Well, one of us apparently needs to take a couple dozen elephant tranquilizers and call it a day," Sam insinuated.

"And you should take a few yourself!" Max added.

"How can I be calm with a munchkin Robotnik Terrorist Spy in my store?!" Bosco freaked.

"Um…What is he doing exactly that's making him a spy?" Makoto asked, "All I see is him putting videos on a shelf."

"That's just it! He's delivering videos I didn't even order! 'Sleet the Coyote's Eye-Bo?!' What is that?!" Bosco demanded, "Oh, it's something bad, I can tell you that. And look at that display! It's subversive and hideous! Especially the yellow in place of the white in his eyes!"

"Any idea why a freakish relic of the 70s would unload videos here?" Sam asked.

"Think about it. No individual acting alone would ever deliver videos of his own volition. It makes no sense. I smell…" Bosco paused to sniff the air, "…a conspiracy!"

"I think you're just catching the hot weenies in an updraft," Max pointed at the hot dog rotisserie beside Bosco.

"No, it's definitely a conspiracy."

"A video delivering conspiracy? Really?" Ben raised a brow.

"Who'd do that to you?" Makoto asked.

"Oh, they've all got it in for me…Robotnik, Queen Aleena and her children, the Government, Sin Alley, the Media, the Mafia, the Freedom Fighters, Aliens, Sentient Computers, a group of space fighters known as the 'Plumbers,'" Bosco noted, the last statement making Ben gawk in surprise.

"How do you know about the Plumbers?" Ben asked.

"What? You don't think that I don't do complete checks on those that catch my interest?" Bosco frowned, "And then there's my own mother, Niels Bohr, Switzerland, the Shamazon, the Wolf Pack and Felidae, head lice, lint, pastrami, hair spray, Tellt…"

"Stop right there! Hair spray had no part in this!" Max argued.

"Oh sure, that's what you'd like to believe," Bosco scoffed.

"Have you actually watched this 'Eye-Bo' thing?" Ben asked.

"Only a fool would watch a strange video!" Bosco snorted before he grabbed one of the videos and pushed it into Sam's hands, "You watch it."

"Any other heinous terrorist activities to report?" Sam asked.

"Yes! He keeps using my bathroom!" Bosco replied.

"…Your…bathroom? The public bathroom?" Ben asked.

"That's the one. Who knows what he's doing in there?" Bosco gulped.

"I think I know," Max pointed out.

"So we've got an unwanted video dumper and serial…leak-taker," Sam wrote down on a notepad.

"Not even Queen Aleena's children can help us now. Even with that new fiancé the oldest sibling has," Bosco shivered.

"That's it?! Did he steal any of your overpriced merchandise or at least try to disembowel you with a sharpened spork?" Max demanded, earning grossed out looks from Ben and Makoto.

"No way! I've got B-TADS, the single most technologically advanced security system ever conceived by the mind of either human or Mobian."

"Is that one of those acronym things I've been hearing so much about?" Sam asked.

"Yep. Bosco-Tech Automated Defense System. I made it myself," Bosco smirked with pride.

"Wow, I always wanted to automate my defense. How does it work?" Max implored.

"Just pull a weapon, you'll see. Or try to walk outta here with something. Go ahead, I dare you," Bosco smirked.

"Well, okay. Since you dared," Sam replied before whipping his gun out and an alarm went off, "What?" a boxing glow shot down and bonked Sam on the head, "Oof!"

"Sam!" Ben and Makoto gasped.

"Did you see that?! Oh yeah! Lean up on Isle 3!" Bosco laughed.

"Sam? Are you dead?" Max asked.

"…Too early to tell," Sam groaned as he began to stand up.

"At the risk of sounding callous… How come your fancy pants defense system can't even stop small bladder boy over here?" Makoto asked.

"It was designed to keep anyone from taking stuff out of the store, not from bringing it in!"

"Ah, right, a rare case of Reverse Shoplifting," Sam noted as he finished recovering.

"Shopdropping," Max informed.

"Mm, yeah, I suppose so. Okay, Bosco, I think we've got it."

"Okay, anything else?" Bosco asked.

"We'll chat more later, Bosco, but right now it's time to get up close and personal with that pint sized evildoer," Sam replied.

"Stop that crazy man, before he kills us all!" Bosco pleaded.

"I…still don't get it," Ben sweatdropped, "How can shopdropping do anything bad?"

"You'd be surprised," Bosco replied as Makoto picked up a slice of cheese on a plate.

"Hm…You think we can use this while we're here, Bosco?" Makoto asked.

"Fine. But don't you try and leave with it without buying it," Bosco warned.

"Excuse me, you're Whizzer, right?" Ben asked.

"You bet."

"Ben Tennyson," Ben held his hand out, "Junior Freelance Police member."

"Nice to meet you," Whizzer nodded as he shook Ben's hand with his own, the slight wetness of it showing that his hand was recently washed.

"Is it okay if I ask what you're doing here, Whizzer? Just why are you delivering these videos that Bosco didn't ask for?"

"Oh, well Sleet's Eye-Bo is the ocular fitness regimen for all those on the go," Whizzer explained, "It is a revolutionary new program of eye sometric exercises to promote ocular fitness. You can learn to move objects with your eyes, even see through walls and clothing."

Ben blushed at that last part, trying not to look at Makoto's direction, 'Kinda sounds like Eye Guy.' "I just got a copy of it from Bosco right now. I'll check it out once we're back in the Office."

"Good luck with it. It changed my life, so it'll change yours."

"Well now, did Bosco order all these videos?" Sam asked as he walked up with Max.

"How should I know? And did I mention they're free?" Whizzer asked.

"What, you just deliver them whether people order them or not?" Sam's eyes widened a little.

"The word must be spread. Eye-Bo is the path to enlightenment and ocular fitness."

"Hmmm…Well, that's nice. But do you know that unlawful deliveries are punishable under section nine, article seven, title eleven of the Personal Private Public Professional Conduct Penal Code?" Sam asked, making Ben look at him in surprise.

"You made that up," Max pointed out, making Ben facefault.

"True – But we can still write him up for littering, trespassing, and disturbing the peace," Makoto pointed out as she walked over.

"Good job, Makoto," Sam nodded.

"I have to deliver these videos!"

"Boy, what a monotonoid. Can we arrest him now?" Max asked.

"In a minute, little buddy," Sam replied, "Are you anything like you are on the TV show?"

"Yeah! Like, do you really have to hit the john every five minutes?" Sam bluntly asked as he pointed at the restroom with his thumb, the sign sporting a male, female, and Max symbols on it.

"Sometimes every three minutes! It's like having a superpower!" Whizzer replied, "Plus, all that soda I had over the years as a Soda Popper gave me super speed."

"Well, if you'll excuse us, we've got a bit of shopping to do," Ben spoke as he pushed Sam away from Whizzer while Makoto picked up Max and walked away.

"That's kinda strange. Two of the Soda Poppers are into this Eye-Bo thing," Makoto whispered before they heard Bosco scream.

"Alien squid!" Bosco cried out as he hid under his counter while Yacker flew over to the four with a note.

"Yacker, what's up?" Ben asked.

"549754523^ #$%# #$!^&^*(" Yacker replied as he gave the note to Makoto.

"'Ran into this 'Soda Popper' character. Was under hypnosis. Said that his brothers Specs and Whizzer went with him to this home for former child stars and that was the last thing they remember. Sybil, a psychotherapist, managed to help us snap him out of it. Had to knock him out and say 'Destroy the Intruder in your dreams. Wake up from your enslavement of the Intruder' or something along the lines of that. If you see one of the Soda Poppers, knock him out and try to snap them out of the hypnosis. Sonia,'" Makoto read.

"Hmm…I have an idea," Ben noted, "Sam, got any problems with public restrooms?"

"Ugh. Public restrooms. Unholy temples to all things unsanitary. I wouldn't go in there for all the tea in Tealandia," Sam replied.

"I'll do it!" Max replied as he entered the bathroom.

Nearby, Whizzer crossed his knees and put his hands over his crotch, starting to tremble as he heard the toiler flush, "Uh oh…" Whizzer saw Max walk out, "Time out for number 1!"

"Looks like you opened his floodgates," Sam noted.

"I hope he enjoys it as much as I did!" Max grinned.

"But why did ask us to do that?" Sam asked.

"This," Makoto replied as she walked over to his video carrying case and dropped the cheese into the box.

"Why'd you do that?" Max asked.

"I haven't paid for the cheese," Makoto replied with a sly squirrely smile.

"Ooh, I just can't wait to see the look on his face when he gets it!" Max grinned deviously as he rubbed his hands together.

Whizzer zipped out of the bathroom. He picked up his box, unaware of the cheese slice in it. He zipped to the exit and stopped when the alarms went off.

"What the…?" was all he got out before he was knocked out by the boxing glove, "Time out of number 1…Ugh."

"We're saved!" Bosco cheered before seeing a yellow puddle form under Whizzer, "Oh come on!"

"That's a whole lot more entertaining when it's not happening to me," Sam noted.

"It's pretty entertaining either way!" Max beamed.

"Hey, you just gonna leave him there?" Bosco asked, "I just moped this morning."

"Uuuuuuhhh…" Sam walked over to Whizzer, "Ahem. Uh…T-Take control of your mind!"

"Is it working?" Max asked.

"I don't know," Makoto replied.

"Destroy the intruder in your dreams!" Sam continued.

"Snap out of it, you big baby!" Max snapped at Whizzer.

"Wh…What's going on?" Whizzer moaned before feeling his pee on the floor, "Where…Where's the bathroom?"

"He's back!" Ben exclaimed.

"Quick! Get him to act like a chicken!"

"Not now, Max," Sam frowned, "Can you tell us where to find this 'Home for former child stars,' Whizzer?"

"The home? It's at 227…something. Specs would remember the street. He always does the navigating," Whizzer replied before he zipped into the bathroom.

"Not again, damn it!" Bosco snapped.


"So we're going to watch this film and see what's up with it?" Ben pondered as he held the Eye-Bo tape while they were walking up to the office and opened it to reveal Sonic, Sonia, Manic, and Roll sitting at the couch, watching something on TV.

"Honestly, this Specs dude is a bigger perfectionist than you are, Sis," Manic noted.

"But think about poor Whizzer. He has a terrible bladder problem and should have gone to a doctor for medical treatment," Sonia pointed out, "And being insulted like that. 'It's been Whizzed.' How sad."

"And Peepers and his voice driving his coworkers to drink…" Sonic shook his head.

"What are you all watching?" Makoto asked.

"A look behind the scenes of that Soda Jerks show," Sonia replied, "It just finished."

"I can't help but feel sorry for Peepers-san and Whizzer-san. Specs-baka kinda deserved his, though," Roll noted as Sam put the tape into the VCR.

"Okay, you four, we just got this Eye-Bo tape that Sleet has filmed. We'll move behind the TV so we can hear what's happening, but not see it just to be safe," Sam explained.

"Wait!-!-!-! We don't have any popcorn," Max pointed out.

"Sweet alligator dentures soaking in formaldehyde, that was close. Quick, before it starts! You seven, behind the TV right now," Sam ordered before he and Max ran out to the first floor kitchen area.

The four Mobians, one Human, one Beastking, and one Wisp went behind the television just as the screen turned to Sleet stranding before a red curtain.

=Greetings one and all. I am Sleet the Coyote. You may know me as Lord Robotnik's right hand henchman and you're right= Sleet greeted as Jimmy walked out of his rat hole.

"Hmm…?"

=What you're about to see will change your life forever. So watch closely…= Sleet informed before he moved to the side to let Shockwave appear on the screen and caused the light from the TV to turn a bright red.

=Now listen up! You love Lord Robotnik…You adore Lord Robotnik…You will faithfully serve Lord Robotnik…= Sleet ordered.

"I love Lord Robotnik…I adore Lord Robotnik…I want to name all my children after Lord Robotnik…" Jimmy moaned as the tape turned off while Sam and Max walked back in with popcorn.

"Sam, look!" Max gasped.

"Ocular fitness, my eye! That videotape hypnotized Jimmy Two-Teeth!" Sam declared.

"It's another one of Ro-butt-nik's schemes!" Sonic scowled as Max poked Jimmy, ending with the rat falling onto his side.

"I think I like him better this way," Max noted.

"Daddy, where the %^%* are you?" a smaller rat walked out.

"Who are you?" Makoto asked as she knelt down to the smaller rat.

"Timmy Two-Teeth," the rat replied before seeing Jimmy, "Daddy! What the %$ % happened to you?!"

"…You all heard the beeping, right?" Manic whispered, earning nods from the others.

"I've seen this before. Turrets Disease?" Roll asked.

"Uh-huh," Timmy replied.

"Don't worry, Timmy, we can cure him real quick," Manic replied, noticing that Jimmy had ended up out cold, "Destroy the intruder in your mind. Dispel the perpetual dream you're experiencing! Awaken from your hypnosis!"

"Huh? What happened?" Jimmy pondered as Timmy hugged him with a cheer.

"Aw…Why'd you do that?" Max whined.

"We've got to find this Sleet and stop him before he hypnotizes every consumer of cheap self help videos," Sam adjusted his hat with narrowed eyes.

"Can I have his fur when we're done?" Max asked.

"…Only if you keep it on a leash."

"Hooray!" Max cheered.

"But we don't know where this so-called home for former child stars is," Ben noted.

"Peepers said that Specs would be our best bet in finding it," Manic replied.

"…He has OCD, right?" Sonia recalled.

"Yeah," Max replied.

"And isn't there a picture of Sleet on your apartment, directly above that open window?" Makoto asked.

"I think I see where you're going with this. Time to get Lou," Sam noted as he picked up a bowling ball.

"Sonic, get down there and mess it up," Sonia ordered.

"Use my can of spray paint. You never know when you'll need one," Max offered.

"Thanks," Sonic nodded as he zipped out and back in, "It's done."

"Hey! Who messed it up?!" Sam and Max looked out the window to see Specs trying to correct the ruined drawing of Sleet.

"Can you believe we get paid for this?" Sam asked as Max hopped onto the windowsill.

"I love this country," Max cried a little before kicking the bowling ball off and bonked Specs on the head with it.

"You made me mess up…" the Soda Popper moaned before he collapsed out cold.

"Quick, we've got to get down there!" Sam ordered as everyone ran down the stairs and over to Specs, "Take control of your mind! Destroy the intruder in your dreams!"

"Nicely done, Sam! You're a natural!" Max smirked as Specs began to wake up.

"Wh…Where am I? Who are you?" Specs groaned.

"Freelance Police…" Sam began.

"Police?! Oh no!" Specs screamed before he dashed off, into a van beside Bosco's, and drove off.

"Quick! To the DeSoto!" Sam shouted as he and Max ran over to their car.

"Can I drive?" Max asked.

"Only if you don't mind me clawing at the dash and screeching like a cheerleader," Sam replied as they began to get into the Desoto.

"Sam, is 'Pronto' a real word?" Max asked as Sam turned the key, only to get sputters in return.

"…Little Buddy, did you eat through the fuel line again?" Sam asked.

"I'm on it," Ben informed.

Max and Sam looked at each other as Ben cycled through his aliens. He picked one and the cylinder rose up from beneath its panel. He proceeded to slap down and a green flash of light occurred. It faded, revealing Ben had been replaced with an alien a few feet taller than Sam and was primarily black with green data lines on the black while the inside of his body was a solid white. On the center of his chest was the Omnitrix emblem while his head was a single green circle.

=Upgrade!= Ben's alien declared in a static version of his voice.

"Co~ol," Max awed.

=Hold on. Prepare for a little modification to your car= Upgrade informed.

He placed his large four-fingered hands on the front of the Desoto. Upgrade proceeded to 'melt' into the Desoto, covering it with his entire form. The Desoto became sleeker, the wheels going into it to be replaced with hi-tech thrusters. The back fins extended while panels opened up on the sides to reveal multiple laser weaponry. Upgrade's face took place of the wheel.

=Meet the Upgrade-Desoto= Upgrade chuckled as the others, minus Roll and Sonic, hopped into the back.

"After that runner!" Makoto shouted.

=Fasten your seatbelts! It's gonna be a bumpy ride!= Upgrade declared as Sonic and Roll raced off with Upgrade-Desoto following close behind.

"Hurry, Ben, he's getting away!" Max yelped as he pulled out his gun.

Sam stood up and pulled out his followed after Sam's lead as they got closer to the van. Sam fired first, hitting the lock on the vehicle. Everyone screamed as boxes of the tapes began to fall out and onto the road. Sonic and Roll swiftly dodged each one as Upgrade-Desoto flew higher into the air to go over the boxes. Sonic-having summoned his guitar-and Roll-with her sword out-got to the sides of the van and managed to take out the front tires while Sam and Max managed to shoot the back tires, forcing the vehicle to stop. Upgrade-Desoto pulled over behind the van as Roll and Sonic had their arm crossed, tapping their left feet, and glaring down at the trembling Soda Popper.

"P-p-p-please! Don't shoot!" Specs gulped as the others walked over, Ben timing out.

"Aside from the fact that we just plugged your truck, why would you think we'd shoot you?" Sam asked.

"Except for the obvious sport value, of course," Max pointed out.

"It's just…You always see cops on the news beating up some guy just because he's a former child star," Specs replied, "It happened to Peepers once."

"That was at that all-girls school involving the changing room," Sonia pointed out, "And even then, it was an accident."

"We would never dream of hurting former child stars," Makoto replied.

"We just need to find the home for former child stars you and your brothers went to."

"Oh! Why didn't you say so? It's right across the street from Bosco's Inconvenience!" Specs replied.

"Jumping elephant fleas!"

"How did we miss that?" Manic asked.

"I think we were distracted by Sam and Max's hijinks," Sonia replied.

"Um…Does anone know how to change tires?" Specs asked.

"I do. I helped my grandpa at times with changing tires on his RV," Ben replied.

"Sis and I will help you with the replacements too," Manic added.

"Why me?" Sonia asked.

"Because Roll can't go anywhere without Sonic," Manic replied.

"Split up again?" Ben offered.

"Okay!" Max grinned.

"Now I'm serious, Max, behave yourself while you're with Sonic and Ms. Sakurai," Sam informed, "That means no biting her ears."

"Aw, but she was asking for it," Max pouted.

"…He doesn't mean me, right?" Roll gulped as Yacker began to shiver as he hugged her arm.

"Don't worry. His Safety Word is 'Artichoke,'" Sam assured.

"Why'd you tell them the Safety Word?" Max whined.


"A theater?" Roll pondered as Yacker pointed at the name of the theater, getting out of the refueled Desoto.

"The Black Hole Theater," Sonic read.

"What's a black hole?" Max asked.

"It's a star that's been crushed under its own weight, destined to desolate darkness for all eternity," Sam replied before noticing the gate was locked, "Hmm…It seems they only treat those with 'Artificial Personality Disorder.'"

"That sounds kinda fake," Roll noted as Yacker nodded.

"It sounds tasty to me, what's in it?" Max asked.

"Apparently, it's common in former child stars," Sonic replied as he picked up a flyer on the gate, "Symptoms include, let's see…'Obsession with money, violent reaction to dentistry, and an unconscious desire to marry one's mother.'"

"Forsooth!" Max added.

"Do you even know what that means, Max-san?" Roll asked.

"Not a bit, Roll. But it sounds all classically literate," Max replied.

"Why not see Sybil-Hakase?" Roll asked.

"Great idea," Sam nodded as he adjusted his hat, "I'll be right back."

He quickly ran across the street and into Sybil's. After an hour, Sam walked back over as Roll was in just her jeans and bandages that bound her bosom, Sonic was with just a sock, and Max had the missing clothes.

"Max," Sam frowned.

"Hey, Sam," Max waved, "Hold on. I'm just about to beat these two."

Yacker floated over with a blanket and covered Roll with it, letting the Hedgefox place her remaining clothes into the pile. Sonic blushed as he added his last sock while Max put all the clothes he won from the two into the pile.

"Okay, show 'em. Three Aces and a pair of Kings," Max smirked.

"Shoot. Three Twos and two Threes," Sonic frowned.

"…" Roll laid down Spade Ace, Spade Jack, Spade Queen, and Spade King.

"What?!" Max exclaimed as Roll handed Sonic his shoes, socks, and gloves back while she put her clothes on under the blanket.

"Did you get anything from Sybil?" Sonic asked.

"Yep. A signed form that I have Artificial Personality Disorder. Had to lie, though," Sam replied as the van that Specs had taken drove over, dropping off Manic, Sonia, and Ben.

"See ya, Specs," Ben waved as the van drove off, "What'd we miss?"

"We're about to get into here," Sam replied, "C'mon, Little Buddy, there's Justice to be served."

"Can we get ice cream afterwards? Justice makes me hungry," Max rubbed his stomach.

Sam walked up to a scanner and held up his paper. It was scanned and a green light turned on. The doors opened and the group entered it, the Sonic Underground, Ben, Roll, and Makoto staying hidden as best they could. They entered a large empty auditorium with beds, televisions, and a cafeteria set up.

"This reminds me of that place where Aunt Trudy lives with the medicine smell and the rubber sheets and the enormous mute Indian," Max recalled.

"Sounds like a million laughs, but you remember that your Aunt Trudy was Roboticized when the first attack happened."

"Oh yeah," Max frowned as his ears went down, "Where is everybody, though?"

"Right here," Sleet's voice replied as the curtain rose up to reveal a few dozen SWATBots.

"Holy locks of Rapunzel's hair cut off to prevent her from using her healing abilities! A trap!" Sam gasped.

"Hooray!" Max cheered as he and Sam pulled their guns out…and then even more guns…and more guns following that.

The SWATBots, if they had throats, would have gulped at the weaponry they had. They proceeded to open fire, tearing through the robots as more came out to try and capture the Freelance Police. Roll covered Yacker's eye while Sonic covered Roll's eyes. Makoto hugged Ben into her bosom once more, the Beastkin trembling in fright at how much destruction those two were doing. Soon, only one remained with the 'home' missing part of the roof and a wall and Sam walked up to it, gun aimed at its forehead.

"I know what you're thinking – Did the rabbit fire six bullets or five? Well, to tell you the truth in all this excitement, I've kinda lost track myself," Max admitted, "But being this is a Glocken ZX-120, one of the strongest hang guns capable of tearing through solid steel, you gotta ask yourself just one question," he cocked the gun as he got into the SWATBot's face, "Are you feeling lucky? Well, are you, punk?"

"Ulp," the SWATBot gulped before Max pulled the trigger.

*CLICK*

Max and the SWATBot blinked. Max pulled the trigger again.

*CLICK*

"Well…This is awkward," Max noted.

"Agreed," the SWATBot nodded…until Max slammed the butt on the gun on his head and destroyed it.

"I hate it when I do such a cool thing like that and the gun turns out to be empty!" Max growled as the others came out.

"Holy cow…" Sonic gulped.

"And this is why thieves are afraid of this place, dudes," Manic shuddered.

"Hey, as our ol' pal Azure used to say; 'Go big or die,'" Sam chuckled.

"He's the guy who knew how to use excessive force just right in delicate situations like this," Max chuckled before the floor glowed and turned into an aquamarine cage with Dingo's face on the ceiling.

"Well, g'day," Dingo sneered as Sleet walked out with Shockwave from behind the stage.

"Your actions were logical, yet illogical," Shockwave noted.

"You did not just say 'Logical' around me!" Max growled.

"Now, considering you destroyed the last one, Ben Tennyson, we've had to make a new Roboticizer made just for the Royal Brats and their friends," Sleet informed.

Shockwave opened his left lower arm and typed something on an installed keyboard. A small vehicle, around the size of the Desoto, drove up through where the wall had been before. It opened up, revealing a Roboticizer with various attachments to it both inside and outside of it.

"Behold the first in a long line of Portable Roboticizers," Sleet introduced, "Now let's start with the rabbit."

"Lagomorph! I'm a Lagomorph!" Max snapped before two SWATBots in bulky armor cautiously approached and, after a series of struggles, curses, and other things that I would rather not like to recall, they had managed to put Max into the container.

"Oh no!" Sonia gasped.

"Oh yes! Now watch as he becomes Roboticized!" Sleet declared.

"No I won't," Max replied almost innocently.

"Yes you will! Do you think you can get out of there? Ha!" Sleet laughed.

"I'd like to answer that in two parts if I may," Max informed.

"Oh? How so?" Sleet asked.

"First; You callin' me a liar?" Max demanded, "And second…"

Max snarled as he slammed into the glass of the Roboticizer and shattered it, startling Sleet. Sam covered Roll's eyes as Makoto hugged Ben in fear, unintentionally pressing his face into her bosom.

"Should we tell him the Safety Word?" Roll asked.

"…Mmm…Nah," Sam replied before Max threw a mangled Sleet at Dingo-Cage, unintentionally causing Sleet to hit the remote and change Dingo back to normal.

"Aw craters," Dingo frowned as the Royal Triples summoned their weaponized instruments, Roll pulled her blade out as it assumed its other form when Yacker 'entered' the blade, and Makoto whipped her tonfa out.

"Okay, time to go Hero!" Ben declared as he activated his Omnitrix.

Shockwave's eye glowed brighter before he dashed past everyone and tackled Ben over.

"Ugh! What are you…?" Ben grunted as he struggled with Shockwave.

The modified SWATBots kept a finger on Ben's finger, forcing him to cycle through his aliens. Ben paled as he saw the face image of the one alien he didn't want to turn into. Shockwave forced him to select it.

"No…Not that one!" Ben gasped.

"Logic seems to point to you being afraid of this form. However, I need it for research on Project: Bruticus," Shockwave replied as he pushed it down.

'Not Grimlock…' Ben thought as he closed his eyes.

Time slowed down for Ben. He could feel himself gain a few feet in height, but not Grimlock's size. More around Rath's height. He could feel more eyes forming on his body as his ears grew. The eyes on his face vanished as the green eyes opened all over his muscular pale-green/yellow body as his clothing changed into a pair of black shorts with a green belt sporting the Omnitrix emblem.

"Eye Guy!" the new Alien declared.

"What?" Shockwave pondered before being blasted into Sleet when an eye on Eye Guy's back fired a green laser from it.

"Oh, thank you for messing up this time, Omnitrix," Eye Guy sighed in relief at his emblem before turning towards Sleet, Dingo, and Shockwave, "You know what I see?"

"Everything?" Max asked.

"Them in so much pain," Eye Guy replied.

"…Where was this form all this time?" Max awed in joy.

"Start up the Hypnosis Beam!" Sleet yelped as more SWATBots ran in.

Shockwave's eye began to glow before Eye Guy fired another beam above him, hitting the roof and sending debris on the robot. Nearby, the Sonic Underground began to play their instruments, sending out earthquakes and laser shots. Yacker separated from the sword when Roll tapped it.

"Spike Shooter, Yacker-chan," Roll whispered.

"SPIKE," Yacker declared as his eye turned magenta.

His body glowed before turning into a magenta form seemingly formed from spikes. He entered the sword before it transformed into a hi-tech magenta rifle/sword fusion. The back was lines with small spikes pointing towards Roll while the handle was shaped like Yacker's new form. The hedgefox narrowed her eyes before she began to fire magenta energy spikes from her weapon, impaling the heads of the SWATBots.

"Chaaaarge!-!-!" Max roared as he tackled a SWATBot and began to tear it apart while Sam began to box with a SWATBot, the two having spent their ammo earlier.

"Scatter Shot!" Eye Guy roared as he fired lasers from multiple eyes, tearing the SWATBots apart as Makoto sent the ones that Eye Guy missed flying with her tonfa, tail, and her natural strength. Shockwave emerged from the rubble, his eye sparking.

"Retreat would be the more logical situation for this case," Shockwave noted as Dingo helped pull him out.

"Agreed, mate," Dingo nodded, "Let's get out while the going's good."

"Curse you all!" Sleet barked as the three retreated.

"Aw man…I wanted to keep on tearing up robots," Max whined as Eye Guy timed out.


"And done!" GreyMatter smirked as he handed Sam a remote.

"Nicely done," Sam noted as he pressed a button on the remote.

A robot rose up from its laying spot. It was lime-green in color with clamps for hands and rockets on its back. On its head was a machine gun.

=Maimtron 9000 operational= the robot informed =What are your orders=

"Stay out of the city limits and destroy any and all Robotnik Robots," Sam ordered.

"Unless they have our badge painted on them," Max added as he pointed a thumb at the rebuilt SWATBots GreyMatter had rebuilt with max having painted the Freelance Police symbol on them.

=Order acknowledged= Maimtron 9000 nodded before leaving with the robots, Ben changing back to normal.

"Thanks for doing this to help us protect our home," Sam shook hands with Ben.

"And thank you for not trying anything with Manic," Ben replied.

"That reminds me, where is Roll from?" Sam asked as he looked over at Roll, playing a game of checkers with Sonic.

"Up north where the Northern Freedoms Fighters live," Makoto replied.

"Really?" Sam raised a brow, "I thought the quill shape looked familiar."

"You've been up there?" Ben asked.

"Of course I did. About two years before the royal siblings were born, me, Max, and Azure went up there in an attempt to help Azure from being married off," Sam recalled.

"Big mistake there. Ol' Blue Butt ended up saving this Prower chick and got hitched," Max replied, "Aleena's pretty cool, though, so meh."

"Mom is a Prower?" Sonia gawked.

"Former. When they married, she took the royal name," Sam replied, "Let me tell you, I never believed in magic until she turned me into a carrot for a few seconds."

"Nearly ate him, too," Max pointed out.

"I still have nightmares about that, too," Sam shuddered.

"Seems that royalty has a bit of an unspoken tradition of marrying girls there," Makoto giggled.

"She isn't a Prower, is she?" Max asked.

"No, no, no. She's, well, a Sakurai. The last Sakurai to be exact," Ben replied with a small frown, "Her family was wiped out by a single man by the name of 'Jin Kisaragi.'"

"Oh," Sam frowned, "Max & I can relate to her on losing our loved ones to a human. About ten years back, our entire families were captured on the first raid here by Robotnik's forces. Robotnik was attempting his first Mass Roboticizer, able to Roboticize 100 lives at once. It…We tried to get to them and we were too late. Of the 100 lives in there, only 5 survived the process, only my mother and Max's aunt being part of those 5."

"I said some things the day before it happened to my mom," Max added, looking at his feet, "I never even got to say that I was sorry and that I love her."

Makoto and Ben looked away from the others. Both of them had endured previous wars before this one, even if one war was brief. Both had seen lives lost, families ruined because of it. Soon, the group left Sin Alley, Ben, Roll, and Makoto poking out of windows and waving to Sam and Max.

"So, Roll, what did you get at Sybil's?" Makoto asked, having heard Roll had gotten a tattoo from the grateful jack of all trades.

"It…I can't show anyone until Sonikku sees it first," Roll replied with a small blush.

"Heh. Lucky you, Bro," Manic chuckled.

"Shut up, Manic…" Sonic muttered as Makoto and Sonia began to look at him with pleading eyes, "Fine, fine, fine. Ben, you good with driving?"

"Yeah. I got my driver's license a few months before I ended up here," Ben replied as he took Sonic's place at the wheel.

"So why is it that I have to be the first to see it?" Sonic asked as Roll led him into the back, closing the door to the bathroom.

"It's because of where one is."

"One? You have more than one on you?" Sonic raised a brow.

Roll nodded with a small blush. She turned around to let her back face him and took her shirt off. Sonic yelped as his face turned bright red before noticing she had black wraps on her.

"Demo…My skin's a bit sensitive to a few plastics and metals, so I can't wear Bras, so I w-wear these," Roll explained before she unwrapped her bindings.

Sonic blinked as he looked at her bare back. On it was a tattoo done in his and her colors and outline in black. It was a pair of wings that were a soft yellow with a heart between them, a star in the center of the heart. Around it in a circle were the words 'This is a symbol of my love, the wings that spread out to hold out love and dreams together.' Roll gulped before slowly turning. Sonic's eyes widened as his face turned completely red in a blush, Roll's head doing the same in blush, once she finished turning.

Near where her neck began and going to her arms was a tattoo of a pair of nine-tailed foxes, their tails connected by the tips over her heart. The fox on the left was yellow, pink, green, and black with jade eyes while the other was blue, red, white, and peach/cream with emerald eyes. Sonic noticed that two of the tails were going down into the valley between her breasts, making the hedgehog nervously gulp with a small bit of sweat forming.

'She…Holy…' Sonic tried to avoid thinking about how her breasts, actually F-Cup in size now that her bindings had been removed, seemed to bounce with each breath the Hedgefox took.

"D-Do you like them?" Roll asked, trying not to look at him.

"Uh, well, I…that is…um…" Sonic took a deep breath and quickly replied before turning around, "Your tattoos are amazing and look good on you."

"Y-You think so?" Roll asked, earning a nod from him.

'Please put your shirt back on. Please put your shirt back on. Please p…' Sonic thought before all thinking stopped for him when Roll had hugged him from behind, her bosom pressing against his spine.

"Thank you," Roll smiled into the back of his neck, her warm breath tickling him a bit.

Sonic shakingly nodded in response. He felt strangely cold when Roll moved away from him to put her bindings and shirt back on. It wasn't until he heard the bathroom door close did he jump into the shower and put it on full blast at the coldest setting. Outside, Roll looked up at the ceiling with a small, sad smile.

'Haseo-chan…You would have liked Sonikku,' Roll thought, letting a small tear fall, 'He's so much like how Kaa-san said Tou-san was like…'


"Ugh…Shit…!"

Two figures stood near a massive construct. From the distance, one would say it bared resemblance to a cauldron. Thirteen 'wings' appeared to be pushed into the center of the cauldron, which had the appearance of a glowing orange, cream, and off-white vortex. High above the 'cauldron' was an intricate ship anchor three times the normal size of one. Chains were ensnaring various areas of it, interconnecting with a lone coffin resembling an angel, the center of it opened up to reveal nothing within.

The first figure was favoring his left leg, the right one sporting strange silver blades with a soft cobalt lining near the opposite end of the blades' points. More were embedded in the arms, a few sides, and the right shoulder, forming ten in total with the ones in his leg. The blades had torn the figures deep scarlet/crimson jacket to shreds, the long tassels remarkably intact. The figure's left eye was a soft brown, yet the right eye was a vivid crimson. On his back was a massive sword with a black hilt, no guard, and a massive silver blade with a circle hollow part along the flat side.

The other, the owner of the blades, was a young woman, possibly around her early twenties/nineteen. Her long, off-white hair had been braided into a ponytail, the end of it sporting a heart-shaped blade with a blue inside bordered by a silver blade. Her legs, just below her thighs, were engulfed in armor shaped to resemble double-edged swords in the same design as the ones embedded in the young man. She had a perfect hip and waist measurement with a perky, rounded, toned derriere and ample low D-Cup bosom. Over her body was a skin-tight, form fitting pale cyan jumpsuit that made every curve known and left nothing to imagination except for the tone of her skin, her bosom covered in silver armor. The only clue one would have for her skin was the pale, off-peach skin tone she had on her head, the mouth and nose the only things visible while the sides of her head and eyes were covered in a sharp cobalt and soft silver visor/armor with a black line that housed a glowing red 'eye' in the middle and two horns near the top sides of the forehead, part of the visor cracked. A final thing to note was the glowing green gems embedded in the shoulder, breast, and leg armor.

'Dammit…I'm paralyzed, again…!' the man thought in pain, coughing up a bit of blood.

"What's the matter, Ragna?" the girl asked, "You done playing hard to get?"

"Shut…yer pie…hole…" the man panted as the girl slowly floated over to him, earning a giggle fit from her.

"Hehehehe…That's all right. I'm not in the mood to beat around the bush, anyway…Let's become one, here and now…" the girl purred.

"No, don't…" Ragna gasped out before the blades dug deeper into him, "Guaaah!"

"Ahh…Yes, Ragna…" the girl panted a bit of her jumpsuit began to form a wet spot, "Give me more of that delicious energy~…I said more~~~…!"

The girl wrapped her arms around him as her leg armor removed itself to reveal that her feet were bare. With her face taut with ecstasy, the young girl's leg armor reformed into a giant version of her hair braid's blade. Her face armor shattered, revealing were bloodshot eyes had demonic eyes within, rapture filling them both, as the giant weapon thrusted into them both.

"Argh!" Ragna cried out.

"Ragna…~" the girl called out in love, her back arching in a spasm of pleasure as the spot on her grew with blood dripping down it and her legs.

Still transfixed upon the girl's blade, the two bodies slowly fell into the cauldron's maw.

"Ragna!-!-!"

Ragna could barely keep his eyes open as a figure was jumping in after them. To him, he saw a little girl in a plain white dress and long brown hair.

'Saya…' Ragna thought as his eyes closed.


Tutor Me! Azmuth! Done in BlazBlue Chibi Style

Starring: Azmuth, Taokaka, Carl Clover, Aya Clover (Nirvana), Bang Shishigami, and Ms. Litchi.

The curtain rises up, revealing not Kokonoe's special lab, but a futuristic black and green laboratory that is kept nice and tidy and organized. Standing on a table was a small alien. It has grey skin and seems a bit...frog-like in appearance. His large eyes are green with horizontal rectangle irises while he has six 'whiskers' on his face that go down like a beard and mustache. He wears 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 introduces himself, "If you humans don't understand, I am a Galvan from the planet Galvan Prime MKII and the planet Primus, where the Omnitrix's alien DNA is stored within the Codon Stream along with saving a copy of it inside of the Omnitrix as well as a safety precaution. 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."

"Um...Mr. Azmuth, I think you forgot about us again," Carl noted.

"I was getting to you five," Azmuth frowned, "Now then, these are my two students; Carl Clover and Taokaka. With me are my two assistants: Bang Shishigami on the blackboard and Ms. Litchi, who runs the video files on the subjects we're covering. And there is also Carl's...er...sister, Aya. Though to others, she has been given the nickname 'Nirvana.'"

"Now, Master Carl, my dear Disciple, are you both ready for today's lesson?" Bang asked.

"Tao is ready, meow!" Tao cheered, her ears going up and down with her tail as she punched ahead rapidly.

"Then stop that and we'll begin!" Azmuth snapped as Ms. Litchi started the reel by playing Ben's transformation into Eye Guy, "This is Eye Guy. He is an Opticloid from the planet Sightra."

"Wow! Eye Guy looks like he has a huge eye doctor's bill!" Tao exclaimed.

"...I'm not even going to comment," Azmuth facepalmed as Bang drew a drawing of Eye Guy on the chalboard, "Opticoids are tan-colored reptilian/humanoid creatures. They have at least 17 eyes scattered across their muscular upper body. Their face consists of only a mouth and 2 bat-like ears that dominate most of their head. Their legs are slightly bulky, and they have 4 fingers and 3 toes."

"Why do they need all those eyes?" Carl asked.

"Well, Carl, it's because they require the 360 degree vision that they get along with the sensitive hearing from their large ears in order to survive on Sightra," Azmuth explained as Litchi showed a clip of Eye Guy fighting, "Each one of the 17 eyes of an Opticloid are able to release a powerful laser. This laser is generated by the body's natural electric currents channeled through the iris of their eyes. However, that is not all they are able to do."

"It's not?" Taokaka asked.

"Of ours not. Their eyes can merge together, forming new combinations of lasers based upon the number used. Lasers capable of removing the heat surrounding the impact sight, causing the target to become engulfed in ice, are made with two eyes. Three eyes will result in a heat ray of a record 1000 degrees Celcius."

"What would happen if all the eyes merged?" Litchi pondered.

"When all the eyes merge, they converge upon the center eye on the Opticloid's chest, which is normally hidden due to it being the most sensitive of the eyes," Azmuth informed as Litchi began to play Eye Guy's debut clip from Bn 10: Race Against Time, "This fused eye releases a beam rivaling that of the combined beam of two To'kustars at full strength."

"Meow! That must be so powerful!"

"It is," Azmuth nodded, "Now then...Show me your notes!"

Carl and Tao turned their notebooks in. Tao's notebook was filled with drawings of Eye Guy and her, Tao sitting on him with Eye Guy being defeated, her attempt at drawing how Opticloids would play hide and seek, and one of her and Eye Guy eating meat buns. Carl's was as usual with the notes focusing on the abilities and how they could possibly exist.

"Well, at least Tao's getting creative on her notes with that hide and seek one," Azmuth noted with a sweatdrop, "Ms. Litchi, would you like to use the kitchen for your meat buns that Tao mentioned?"

"But of course, Professor Azmuth," Lithci nodded as she left.

"Yay! Meat buns!" Tao cheered.