Author Notes: Hey, you guys welcomed back to the new version of Ben 10 High School DxD and this one is gonna be different from the original because most chapters has too many grammar errors and this one gonna different from the old version. I hoped you guys would like and enjoyed it.

This is going to be awesome and amazing like the original.

Disclaimer: I don't own Ben 10 or High School DxD they belonged to Cartoon Network and Dragon Magazine.

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

Enjoy!


Chapter 1: Aliens and Devils

Kuoh Town...

Kuoh Town is a town in the country of Japan. It was a nice sunny morning. Walking on the streets of Kuoh Town was a teenage boy around 16 years old. He has brown hair, and green eyes. He wears a school uniform consists of a black blazer with white accents over a white, long-sleeved button shirt with vertical linings, a black ribbon on the collar, matching black pants, and brown shoes. He also had a black and green backpack on his back. But he has also wore a green, white, black wristwatch on his left wrist with a square faceplate with a black and green hourglass symbol on it.

This is Ben Tennyson also known as Ben 10. Protecter of Earth and wielder of the Omnitrix.

''I can't believe I have to go back to school.'' sighed Ben. ''Oh, well, at least no one would think to look for me in a school in Japan.

He continued to walk to his new school called 'Kuoh Academy'.

Ben sighed constantly. ''You're on your way to this Kuoh Academy so you can make your parents and grandpa proud.''

Ben started to remember why he came to Japan in the first place.


Downtown Bellwood...

In downtown Bellwood a red and black advanced robot was firing lasers destroying everything while people were screaming and running from the chaos. Ben and his partner/friend Rook Blonko arrived at the scene and exited their vehicles.

Ben quickly activated the Omnitrix scrolling the playlist and selected an icon head and slammed the dial his body engulfed in a flash of green light.

When the green light died down standing in his place was a feline-like lien with a black suit-like scheme, his hands, legs, chest, and part of his head are colored blue. He has black mask-like fins around his green eyes, a triangle-shaped nose. He has claws on his hands, white feet with lightning-bolt blades. He wears black sleeves with white arrows on his shoulders, black fingerless gloves with white stripes, black stripes on his torso. He wears black pants with blue arrow stripes. He has also a black tail with blue arrow stripes and a white spiky tail top. he wears a white belt around his waist. He wears the Omnitrix symbol on his belt.

''Fasttrack!'' he shouted in a high-pitched voice. ''I was going for XLR8, I guess speed is speed though.''

Fasttrack zoomed off in black and blue blur and grabbed many citizens and take them to safety.

''Ahhh!'' cried a voice. Fastrack turned around to see two children one boy and one girl were about to crushed by the robot.

The Citakayah rushed and zoomed and saved the kids just in time from the machine. He took them to the sidewalk.

''Thank you, Ben Tennyson!'' the kids told him.

''You're welcome.'' said Fasttrack with a smile. He turned his partner. ''Rook, you get everyone else to safely. I'll take of the robot.''

Rook nodded in response and started evidence everyone.

Fasttrack zoomed and charged at the robot. The robot fired lasers from its eyes at the Citakayah but he used his reflexes and dodged them.

Fasttrack slapped the Omnitrix symbol and transformed into a different alien in a flash of green light.

When the green light died down standing was a somewhat humanoid dinosaur with hard skin is colored brown on its outer side and beige on its inner side. He wears the Omnitrix symbol on his chest.

''Humungousaur'' he shouted.

Humungousaur charged towards his foe, as the ground trembled with each step.

The robot's arms spun around its body, suddenly slamming into Humungousaur's head, sending him stumbling backward into the side of a building.

Giving him no time to recover, the machine's mechanical appendages took another swing the alien's head, but Humungousaur's head narrowly dodged, leaving the blow to strike a section of the building instead.

Humungousaur's fist flew into side of the robot's body, launching it down the street. He then reflexively catching an incoming swing from the robot. With a satisfying crunch, he tightened his grip against the robot's arm, swinging the automation around and bringing it down into the street below with a loud thud.

''It's time to end this!'' roared Humungousaur, rearing his fist and descending it against the robot's head in a defeating strike. The blow resounded through the city, with the robot collapsing beneath the strength of the Vaxasaurian's blow. The impact caved the robot's red metallic causing, leaving a dent the size of the alien's fist.

Victorious over his defeated foe, his eyes as he started the robot.

''I don't recognize this kind of robot at all it different from the robots I've faced before.'' he thought. ''It's all almost like it came out of nowhere. I'll have to asked Grandpa when I get back. Could be the sign a new threat.''

Humungosaur lowered his body, bringing his scaley visage closer to the robot's prone form.

''What do you have to say for yourself?'' he asked.

The robot slowly lifted his head, its sensors meeting the unwavering gaze of the dinosaur alien. ''I.'' it rasped, weakly. ''I surrender.''

A smirk widened across Humungosaur's face as he reclaimed his upright position. ''Good answer.'' In a flash of green light, he turned back to Ben.

The civilians cheered for the hero.

Soon the Plumbers arrested the robot. Both Ben and Rook left the area before the crowd could asked him for an autograph and an interview.

''So, where would like to have lunch at?'' Rook asked Ben.

''We should go to Burger Shack.'' suggested Ben. ''I am craving for a burger and some chili fries.''

''Burger Snack is then I hear they have added new options for alien costumers.'' agreed Rook. ''I'd love to try some.''

''Of course you would.'' chuckled Ben.

The two drove off towards Burgers Shack.


Ben's House...

Ben had made it back to his house, after he and Rook have lunch. He was tired after today and just wanted to watch TV.

''Hey mom and dad, I'm home.'' said Ben as he walked through the door.

Ben was about to walked up the stairs when he heard his mother called out for him.

''Hey, hung, we're in the dining room, we need to talk!'' celled out Ben's mother, Sandra Tennyson.

Unsure of what they wanted to talk to him about, Ben still walked into the dining room and was both his parents sitting down at the table with Max.

''Hey guys, what's going on and why's grandpa here?'' asked Ben.

''Sit down son, there is a lot we need to talk about.'' Ben's father, Carl told him.

Worried, Ben sat down at the table and waited for his parents to talked.

''As you know Ben, you are 16 years old, you going to be 17 real soon.'' began Sandra. ''We know that your birthday isn't until next year.''

''And as your parents it is our job to worry about you.'' added Carl. ''And it's your education that worries us.'' replied Carl in a serious tone.

''You really haven't gone back to school since you started your hero career, and we are worried about you have fallen behind your peers.'' stated Sandra in a worried tone.

''Guys, don't have to worry about my education, I also can't focus on school when I'm busy saving the world.'' Ben told his parents.

''We get that you have responsibilities that you need to take care of but school not being one of them is a big problem.'' responded Carl.

''Ben, your parents and I believe that is best that you go and finish your last two years of high school.'' Max told him.

Ben didn't know where all of this was coming from, him not going to school had never really been a problem before. But if his parents and grandfather wanted him to go to school, he'd agree to it.

''Look, if it makes all three of you feel better, I guess I can go back to Bellwood High and still do my hero thing when I'm needed.'' shrugged Ben.

''That's another thing we wanted to talk to you about sweetie.'' replied Sandra.

''What else exactly?'' asked Ben, confused.

''All three of us have decided that it is best if you go to a school that isn't in Bellwood, one where people don't know you.'' answered Max.

''What do you mean guys? I'm Ben 10, I've saved the universe over a billon times, everyone on the planet and galaxy knows who I am.'' exaggerated Ben.

''While that is true there is a minor exception to that.'' spoke up Max.

''What do you mean grandpa?'' Ben asked his grandfather.

''Well, the Plumbers and I haven't quite figured it out yet but people in Japan do not know who you are or know anything about aliens and things from outer space existing.'' answered Max.

''How is it possible that an entire country doesn't know who I am?'' questioned Ben confused.

''We don't know but is extremely useful for this situation.'' answered Max.

''That's why we want to send you to a school in Japan where you can spend your time there and graduate.'' said Carl.

Ben didn't believe what he was hearing, his family really wanted to send him to some school in Japan, away from his friends and responsibilities as a hero.

''I know this may seem rushed and hard for you, but your father and I have been talking about it for some now.'' said Sandra.

''The school is called Kuoh Academy, and it is best school for you to go to.'' Max told him.

''I want to make you guys feel better, but I don't think I should have to go to a school in Japan to do it.'' said Ben.

''It's already been decided, you leave for Japan in two days, the Plumbers and I have set up an apartment for you and the school should have all of your information by now and are waiting.'' stated Max.

Ben wanted to say something and try to argue but he knew that it would be pointless, his parents had already made up their parents. The deed had already been done and he was enrolled in that school, nothing Ben did would help him.

''I guess that I'll go upstairs to my room and started picking.'' sighed Ben in defeated.

''I know you may think we are doing this to be cruel to you but know that we are only what is best for you.'' Sandra said to him.

''It will only be for two years Ben, all you have to do is study and work hard, it'll be a normal high school life you.'' retorted Max.

''Grandpa, my life will never be normal, it hasn't since the day I found the Omnitrix, and it won't be.'' responded Ben.

''Who knows son, it could be a great thing for you to started fresh, make some new friends and meet some new and interesting people.'' pointed out Carl.

''Sure dad, whatever you say.'' replied Ben as she gets up from the table and leaves the dining room.


Ben's Room...

After the long talk with his parents and grandfather, Ben had gone upstairs to his room to sulk. All of this was happening so fast, Ben didn't have time to ready himself for all of it. He was going to go to a school halfway across the world where no one knew who he was. They didn't know what aliens were and they didn't know he was a hero. In a sense for Ben to go there, he didn't have to be a hero and none of his enemies would know he was there. Regardless of it being smart to send him there, Ben didn't want to go to this school. They needed him here to deal with all of the crime and villains that the Plumbers couldn't deal with.

Ben have packed a few of his stuff. Right now, he was at his computer.

''This really suck, why did my day have to end like this?'' asked Ben annoyed. ''Why do I have to school in Japan?''

''Is the great Ben Tennyson, wielder of the most powerful device in the universe just going to stand there and sulk?'' asked a deeper and growler voice.

''Be fair to the boy, he did have a good heap of information dropped on him.'' spoke another voice in a British accent.

Ben turned around and a saw a man in a lab coat with googles around his neck and a pocket watch in his hand. Standing on the shoulder of the man was an elderly Galvan in a green and black robe.

''Professor Paradox, Azmuth, what are you two doing here?'' Ben asked them.

''Well dear Benjamin, we came here to wish you luck on your journey as well as leave you with a few things.'' answered Professor Paradox.

''What exactly are you giving me?'' inquired Ben.

''The Time Walker isn't leaving you anything, he has given that honor to me.'' answered Azmuth, jumping off of Professor Paradox's shoulder and landing on Ben's desk.

The elderly Galvan got ahold of Ben's wrist and began to do something to the Omnitrix.

''What are doing to the Omnitrix?'' asked Ben.

''I am unlocking more transformations and adding new ones to the Omnitrix database as well as increasing the time and power limit for transformations to name a few things.'' explained Azmuth as he continued to work on the Omnitrix.

''I am sure that is more that you are adding to the Omnitrix as well.'' Professor Paradox told Azmuth.

''What else are you adding to the Omnitrix?'' questioned Ben.

Azmuth let out a sigh of annoyance as he continued to do work on the Omnitrix.

''The Time Walker has informed me of the place in which you are going to and as well as the circumstances surrounding this, against my better judgment, I have reinstalled the evolution function into the Omnitrix, you will have new ultimate forms.'' answered Azmuth.

''Wait, as much as I am glad, I get the ultimates again, is where I'm going really that bad?'' Ben asked Professor Paradox, concerned.

''You needn't worry about that Benjamin, think of it as simply a precaution if the situation arises, all you must focus on is your studies.'' answered Professor Paradox, telling Ben not to worry.

Ben couldn't tell if Professor Paradox was telling the truth or not, the Time Walker was a mysterious person who rarely gave Ben a straight answer even if he didn't have it to begin with. However, if Professor Paradox told Ben not to worry, he'd listen to be the Time Walker but still would keep his head a swivel.

''There I'm done.'' replied Azmuth as he finished working on the Omnitrix.

''Well, the two of us will be off now.'' Professor Paradox told Ben.

''Are you sure there isn't advice you wanted to give me?'' asked Ben.

''There are a few things I'd like to tell you but due to certain rules I must abide by all I can say is to be careful around some of the girls at your new school, they can be a bit clingy.'' responded Professor Paradox.

Ben was confused by that part but before he could ask what Professor Paradox meant by that, he turned around and saw that Professor Paradox and Azmuth were gone.

''I really don't understand that guy.'' sighed Ben.

Then he heard his bedroom door knocked. Ben got up and opened the door and saw his cousin Gwen Tennyson, his former enemy turned best friend Kevin Levin and Rook.

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

''We heard that you were going to school in Japan.'' answered Gwen.

''How did you find out?'' asked Ben.

''From your parents and Max.'' replied Kevin.

''Of course they would tell you.'' muttered Ben.

''Is something wrong?'' asked Rook.

Ben sighed.

''Well, I was told that I was going to a school in a country where no knows who I am, or aliens exist. As much that I'd love to go to Japan but I can't leave Bellwood.'' he answered.

''Why?'' asked Gwen.

''Because who's going to protect the city when I'm not around?'' he asked.

''Don't worry we'll keep Bellwood safe while you gone.'' smirked Kevin.

''Okay. But if a new threat might come to Earth?'' wondered Ben. ''I'm not going to be around to stop them.''

''It's alright, the Plumbers will take care of them.'' reassured Rook.

Ben sighed.

''It's going to be okay, Ben.'' Gwen told her cousin. ''It's just only going be two years. And when you get back you can go back being a hero.''

''Besides, they will be holidays and breaks.'' pointed out Kevin. ''And you can always come back home.''

''So, don't worry we'll take care of the crime.'' finished Rook.

Ben couldn't but help but smiled. ''You're right.''

''Good. But don't go to Mr. Smoothies?'' suggested Gwen.

''Sounds good to me.'' agreed Ben.

With that they left Ben's room and out of the house and going to Mr. Smoothies.


The Airport...

The day has arrived for Ben to leave for Japan. Right now, Ben has to say his goodbyes to his family and friends.

''Be safe, Ben.'' Carl told him.

''I will.'' said Ben.

''Don't forget to call or text us.'' Sandra told him.

''I will.'' replied Ben. He turned to Gwen, Kevin and Rook. ''Take care of Bellwood for me, guys.''

''We will, Ben.'' smiled Rook.

Gwen hugged him. ''Be safe.''

Ben nodded. He and Kevin fist bumped each other. Zed licked his face as he chuckled.

And Max, he gives him the biggest hug of all. ''Be careful, out there.'' he told his grandson.

''I will, grandpa.'' said Ben.

And with that, Ben grabbed his luggage and get his flight ticket and walked off. With his family and friends wave goodbye and he wave back. He boarded on the plane to his new life.

''See you later Bellwood.'' he whispered looking out the airplane window in the view for the last time in what would be a long time.

The airplane took out in the air flying to Japan.


Flashback over...

A lot happened that day and Ben still couldn't believe that he was here in Japan, and he managed to find his apartment and everything Max left him, money, food and a credit card. He had just arrived yesterday and today he would be starting his first day at Kuoh Academy. However, he found a note left for him from Max that he could only use the Omnitrix for emergencies and he could fight crime, but he has made sure that no one sees him transformed and get away his secret.

Ben would made some new friends at Kuoh Academy.

''Let's hope there isn't any problems today.'' Ben said to himself as he continued to walk to his new school.

A few minutes Ben had finally made it to Kuoh Academy. Ben made his way through the gates and began walking towards the school. As Ben walked towards the school, he quickly began to notice that something was off. It was strange to Ben he couldn't help but feel like everyone was watching him. Looking around, Ben saw all of the students stop and whisper amongst themselves about him.

''Hey, who is he?''

''I don't know but he's cute.''

''Not to mention handsome.''

Ben went inside the building he started looking for the Student Council Room to get his schedule. Thanks to a male student the Student Council Room was on the second floor.

Ben stopped at door; he saw a sign that read

''Student Council Room''

''Finally, I made it.'' said Ben.

Ben knocked on the door.

''Come in please.'' said a female voice.

Ben went inside the room.


Student Council Room...

Ben quickly walked into the Student Council Room and closed the door behind room. Once inside the room, he saw two older girls. The first one has a slim figure, black hair styled in a short bob cut, violet eyes and black glass. The second one has long straight black hair that extends all the wat down to her knees, with split bangs, light brown eyes and wears blue, semi-rimmed glasses with square lenses.

''Hello, are you the new transfer student?'' the girl with the short black hair asked him.

''The one from America, Benjamin Tennyson that we've heard so much about?'' asked the girl with the long black hair.

''Yes, that would be me.'' answered Ben.

''My name is Sona Shitori, I am the Student Council president, this one here is Tsubaki Shinra and she is my vice president.'' Sona intruded herself and Tsubaki.

''Hi there.'' greeted Ben with a wave.

''Now then, Benjamin there are some rules here, a lot of them are for the male student's population and I expect you to follow them, I am sure you read them in your student handbook and understand them.'' Sona told Ben.

''I do, and I will do my best to follow them all.'' said Ben.

''Good, moving on, I expect you to head to the school store and pick up your pair of uwakabi, remember, they are the only pair you get, if they get damaged or lost, you will have to purchase a new pair as well as pay for the old one.'' Sona told Ben.

''I will make sure to do that.'' replied Ben.

''Alright then, here is your schedule, you'll be in Class 2-A.'' said Sona as he handed him his schedule. ''Just don't bring me any trouble or anything because it won't look good in front of everybody.''

''Thank you for the advice and everything else. And I will do best my here.'' stated Ben.

''You're welcome and have a great day here Benjamin.'' responded Sona.

''Please just call me Ben.'' Ben said to Sona.

''Well okay Ben just made sure you do your best in your classes.'' retorted Sona.

''Will do Sona. Well, I better get to class before I'm late.'' said Ben as he headed for the door.

Ben quickly opened the door as he left the Student Council Room.


Class 2-A...

Everyone in class is talking to each other and the pervert trio are discoing about girl's breasts, the students were interrupted when the classroom teacher came in.

''Alright, everyone settles down and take your seats.'' announced the teacher. Everyone takes their seats. ''Class listen up, we are having a new transfer student today and I want you all to treat him with respect. Okay you come in now.''

The door opened revealing Ben walking to front of the class and start introduced himself.

''Hey, there name's Ben Tennyson. I'm 16 years old and I am from the city of Bellwood in America, I just moved here yesterday and today is my first day here. Let's get along, okay?'' Ben introduced himself to the class.''

After his introduction was done all of the girls gush out with screams out at the young hero.

''Oh MY GOSH IT'S YOU FROM THIS EARLIER THIS MORNING!''

''AAAAAHHHH!

''Oh my gosh we have a handsome guy is our classroom somebody pinch me I must be dreaming.''

''Would you like to meet me for coffee sometime?''

Ben just ignored the screaming.

''Alright, Mr. Tennyson will sit over there at the empty desk down to the back.'' replied the teacher.

Ben went down to the back and sat at the empty desk there. The teacher began the lesson for the day before it got any later. Ben let out a sigh as he took out his books and wished he could be saving the day instead of this.

''I've just got to get through the day. And make my parents and grandpa proud.'' thought Ben as the teacher started the lesson.

Unknown to Ben a girl with black hair and violent girls was staring at him.


It was later in the afternoon. Ben was walking in the hallways heading to his next class. He followed and listened to the teachers. Ben couldn't help but noticed that all of the girls were starting at him with hearts in their eyes making comments about him. Ben just ignored them. Also, the boys who would shouting at him for taking the girls from them.

Then a trio of boys were in the same class as him walked over to Ben.

''Can I help you guys?'' Ben asked them.

The first one was a teenage boy of average height with short spiky brown hair, with two short locks of hair behind his head, and light brown eyes. He wars the Kuoh Academy boys' uniform. However, his uniform differs in the face he wears a red T-shirt underneath his open dress shirt and blazer and wears blue and white sneakers in place of dress shoes. The second wears glasses and the third has a buzz-cut.

''Yeah, the name's Issei Hyoudou. And this Matsuda and Motohama. And you're Ben Tennyson, right?'' asked Issei.

''Yeah. ''he answered.

''We'd like to know your secret?'' demanded Matsuda.

''What do you mean?'' asked Ben.

''We mean how the girls start to like you.'' replied Motohama.

''What?'' asked Ben, confused.

''Don't play dumb with us we saw all of the girls gushing on you, you have to have a secret.'' responded Issei.

''I don't know what you guys are talking about.'' Ben told them.

Then Ben walked off heading towards the next class.


Occult Research Club...

Meanwhile, inside of the old school building there is a beautiful young girl with a voluptuous body, white skin, blue-green eyes, and a buxom figure. Her most distinctive feature is her long, beautiful red crimson hair that reaches down to her thighs with a single hair strand sticking out from the top. Her hair also has loose bangs covering her forehead and side bangs. She wears the Kuoh Academy girls' school uniform, which consists of a white long-sleeved, button-down shirt, with a black ribbon on her shirt collar worn under a black shoulder cape and a matching button-down corset, a magenta skirt with white accents, and brown dress shoes over white crew-length socks.

This is Rias Gremory, the President of the Occult Research Club and the school's Number One Beauty, as well as one of Kuoh Academy's Two Great Ladies.

Next to Rias' right was a beautiful young girl with a voluptuous figure, very long black hair and violet eyes. Her hair is usually tied in a very long ponytail, reaching all the way down to the floor with two strands sticking out from the top and sloping backward, with an orange ribbon keeping it in place. She wears Kuoh Academy girls' uniform, along with black calf-length socks.

This is Akeno Himejima, the Vice-President of the Occult Research Club.

And sitting on the coach was a petite girl with white hair and gold eyes. The front of her hair has two long bangs going past her shoulders and several loose bangs hanging over her forehead, white the back has a short bob cut. She also wears a black cat-shaped her clip on both sides of her hair. She wears the Kuoh Academy girls' school uniform, without the shoulder cape.

This is Koneko Toujou.

Rias is sitting at her desk thinking what she would do next on her plan she still couldn't help on what she would do she was she feels a strange power admitting at school.

''Hm?'' muttered Rias.

''President? Are you okay?'' asked Akeno.

''Yes, I'm fine but I can feel a surge of great power it's not magic but something else and I overheard the other students that a new student transfer to our school.'' replied Rias.

''Well, you are so lewdly absolutely correct President.'' Akeno pulled out a file. ''His name is Benjamin Tennyson who did transfer here today, he comes from a city called Bellwood in America. And this Benjamin is kind of cute.

''Well, you're right about that but I am feeling cautioned about him. Koneko, I have a task for you.'' Rias told the white-haired girl.

''Yes President?'' asked Koneko.

''I would like you to follow Benjamin. I felt something powerful near him.'' ordered Rias.

''Okay.'' replied Koneko in unison as she walked out of room and started with her mission to spy on Ben.


Unaware to Ben as he was walking home after school had gotten out an attractive girl with black hair and red eyes. She was also taller. She a curvaceous and slender body. Her clothing consists of a black strap-like objects resembling leather around and under her breasts, a more mature appearance a thong-like piece held arounder her hips, a fur coat, gloves that right up her arms with small lengths of chains changing from them, shoulder guard-like objects on her shoulders with three large spikes sprouting from her right shoulder and black thigh-high heeled boots.

She had a grin on her face.

''So, the legendary Ben Tennyson has arrived in Japan, huh?'' the girl asked herself.

She chuckled.

''I've already taken care of that Issei brat. He's next. After he's gone, his Omnitrix will be mine.'' said the girl. ''And I'm Raynelle will be unstoppable.''

She laughed evilly.

''But right now I'll have Raynare take care of him.'' she said.


It was evening and the sun was setting. Outside of a mall, five armored crooks came out from the front entrance with bags of various devices and also yen.

''I told that was easy.'' said one of them.

''I know, hey, more money for us.'' joked another one.

''These bad boys will last us for a long while.'' smirked another one.

''Let's load them into the truck before somebody see us.'' said the leader crook.

Unknown to them, Ben was watching from the roof with a smirk.

''Too late for that.'' stated Ben.

Ben activated the Omnitrix, scrolling through the playlist he selected an icon head that he wanted and slammed the dial as his body engulfed in a flash of green light.

When the green light died down standing in Ben was a plasma-based life-form humanoid alien whose body is composed of a super-hot yellow inner plasma body covered by dark red volcanic rocks. He is seven feet tall. As a fire-based entity, his body radiates high amounts of heat. His feet have a slight oval-like design with only two toes and one back toe, and he had somewhat large hands with bridged wrists. His tongue is also made of fire while his collarbone resembles a volcano which generates a fiery-hair-like aura that covers his head, leaving his mask-like face visible with no nose, ear, or pupils. He wears the Omnitrix symbol on his chest.

''Heatblast!'' he shouted in a deep raspy voice.

Back down below, the crooks were loading the bags in their armored truck.

''In the truck come on!'' called out one of them as they starting their truck.

As one started the truck, they were about to burn rubber only to see they weren't moving. ''What's going on?'' asked the leader. ''Step on it or we're gonna get busted!''

''I'm trying, but we're stuck somehow!'' answered the driver.

''Does it feel we're sinking?'' asked another crook.

''But how?'' asked another in confusion.

''Uh, guys.'' said the driver, he motioned ahead of them.

They saw through the window in front of their truck was Heatblast who had his hands on the street. The fire alien spoke to them. ''Don't you guys when heat and tarmac mix together you get a sticky mess?'' he laughed. The truck was sinking into the melted tarmac making it incapable of moving. The crooks reached out of the window.

''W-Who the hell are you?'' asked a crook.

''I'm Heatblast, and either you guys turn yourselves in or I have to make you. You call?'' asked Heatblast.

''Get him!'' ordered the leader crook.

The crooks grab their guns and aim them and tried to shoot Heatblast, but the Pyronite launched shots of fire which melted their guns. Then he throws five fireballs at them sending them to the ground, unconscious.

''That's take care of them.'' stated Heatblast.

He blasted off the ground and flew off before landing in an alleyway. In a flash of green light Heatblast became Ben again. He walked off of the alleyway. Now then. Time to find some more problems to fix.

Unaware Ben was being watched by Koneko.


Occult Research Club...

Rias sighed in relief as she entered the Club Room. She almost thought that Issei wasn't going to make it. It took all 8 of her Evil Pawn Pieces to resurrect him as a Devii. But now he's sleeping away in his room. Hopefully Koneko didn't have that much excitement as she and Akeno were waiting for Rias.

''Ben's good.'' said Koneko as Rias entered the room. Without a word, she used a spell to show pictures to Rias what her familiar had seen. Rias arched an eyebrow to a see Ben as Heatblast.

''Hmm. I've never seen such a creature like that before.'' noted Rias.

''There's more.'' Koneko showed a scene. Heatblast was shoot fireballs at armored crooks.

''He seems to that he has the ability to transformed into creatures.'' informed Akeno. Konkeko merely showed another scene. Three thieves had robbed a store and were trying to break open the safe. Ben walked into the store as a blue four-armed monkey. He raised up his tail and shoots webs at the thieves trapping them against the wall. Then it showed car-jackers being surprised by the car they were trying to steal turning black with green lines. It transformed into a giant robot before trapping them in a green energy net. A street gang causing damage, when suddenly they were pinned against a wall of a being made of diamonds firing diamond shard projectiles at them.

''The creatures he turned into all have the same symbol on their chest. I've never seen a symbol like that before.'' continued Akeno. ''Could it be the power of his Sacred Gear?''

Then Rias noticed a black and green hourglass symbol on the creatures' chests.

''I'll have Kiba get him when we get Issei here. For now, just keep an eye on him. If we've noticed this, then so could the Fallen Angels.'' ordered Rias.

Both Akeno and Koneko nodded.


The next day, Ben was sitting down at a table in one Kuoh Academy's courtyards, eating his lunch. He'd fighting crooks last night and not draw any attention to himself. He promised to his parents and grandpa that he would do great at school. He couldn't let criminals get away from causing trouble. He would hide somewhere and transformed without anyone seeing him. He had to be careful.

''Hey, uh, Ben?'' A male voice interrupted his musing. Ben looked up to see Issei standing in front of him.

''You're Issei, right?'' asked Ben.

''Yeah. I was wondering. You were in town yesterday, right?'' asked Issei.

Ben nodded ''So that was you with that black-haired girl?'' Ben did Issei with a girl yesterday. Issei seemed to relax after hearing this.

''Yeah.'' That was me. And I was going to ask if you remembered seeing Yuuma. See, we went on a date that day and I had a weird dream that seemed real, and now it's like see never even existed. My friends don't remember her, and I don't have her number anymore.'' explained Issei.

''You'd think they would remember a girl like her?'' asked Ben in disbelief.

''I know. And that dream... it was so weird and real. Do you... do think you could help me find her?'' asked Issei.

Ben though about it for a bit. No one else knew about this girl and might be some kind of memory spell. Ben did feel this head arched this morning, and he could just tell that someone tried to use a magic spell on him. What if it was meant to make everyone forget about Yuuma? Granted Issei remembered her somehow, but it worked on everyone else. And while yes, Issei is one of the Perverted Trio, he honestly seemed worried about her.

''Okay. But why don't tell me about this dream of yours?'' Issei looked at him funny. ''I've had some... prior experience in weird things.''

''Alright then. Well, me and Yuuma met in town, like things really happened. I showed her around the place, went shopping with her, and even had a sundae lunch with her. We were standing by the fountain in the park when she asked me if I could die for her. Then her clothes vanished... I mean she grew these big black feathery wings and talked about how she was sent to deal with me and all this other crazy shit before throwing a spear into my chest. I was lying there, dying, when Rias Gremory showed up out of thin air... And then I woke up in bed.'' explained Issei.

''Rias Gremory?'' asked Ben.

''She's the president of the Occult Research Club and the school's number one beauty.'' answered Issei.

Ben could tell one thing. There's something going here in this town.

''Right then.'' said Ben. ''After school. we'll go and search town for your girlfriend. Start at the places you went with her, and finish as the fountain. Deal?'' He held his hand out for Issei.

''Deal.'' smiled Issei as they shook.


Ben and Issei had looked everywhere, but there was no sign that Yuuma even existed. No one else remembered her. Soon, it was nearly dark. But could still see clear as day. They were now walking through the park where Issei took Yuuma.

''This is it.'' said Issei. They had finally reached the fountain from his dream. And they still hadn't seen Yuuma. Maybe his dream wasn't a dream. Could she really have him?''

''Issei.'' spoke up Ben. ''I've got a way to tell what happened here. But I need you to promise not to tell anyone about this. Got it?''

''Got it.'' answered Issei.

Ben activated the Omnitrix, as the holographic circle playlist appeared, Ben scrolled the playlist and tapped the icon head that he wanted, the faceplate slides and slammed the dial down as his body engulfed in a flash of green light.

When the green light died down standing in Ben's place was a robot-like alien with skin that is mad of golden metal, with black stripes and a key on top of his head. His face has a blank expression, and he has a transparent piece of green glass-like material on his chest, revealing the gears inside of him. He wears the Omnitrix symbol on his chest.

''Clockwork!'' he shouted in a Germany accent.

''Wha... What the hell is that?'' Issei started shrieking. This was weird, even for him. Clockwork raised his hands to try and calm him down.

''I know I look strange, but I really want to help. Just stay calm and tell me if anything looks familiar.'' The key on his head started turning counterclockwise, and the area was bathed in a green glow. Issei could only stare as people rushed past backwards and at incredible speeds. Time. Ben could reverse time. ''We're just looking into the past. Seeing what has happened here. I'm afraid that we can't actually change anything yet.''

Issei kept an eye out for Yuuma. If what Ben said was true, then he has to make sure that they didn't miss their chance.

''Slown down.'' called out Issei. He spotted himself lying on the ground, a pool of blood shrinking underneath him. Clockwork slowed down until they got to the beginning. Issei felt sick. Yuuma grew those black wings and threatened him just like in his dream. He watched himself bleed out, Yuuma having already brushed him off. But after a few moments, a red pentacle appeared on the ground next to him. After glowing for a bit, a red haired, buxom beautiful girl walked out of it. ''Hey, I know her. She's Rias Gremory.'' Clockwork stopped the image and looked at her for a bit.

''Interesting. Perhaps tomorrow we should find Rias Gremory and ask her about this.'' He resumed play, and they watched as she placed a red chess pawn against Issei's chest. It sunk in, but he didn't heal. So, she placed another, And another. It took 8 pawns before Issei finally healed. Rias picked him up and walked into the glowing circle, probably to place him in bed. Where he would wake up and write the whole thing off as a crazy dream.

The images faded as Clockwork transformed back to Ben.

Issei felt like crying. ''I've been here before, yes this is it. This is the park I took Yuuma on our first date, and it wasn't a dream it was real. So, it couldn't be a dream. I remember ever since thing about it.'' he whined.

The only girl who asked him out but only wanted to kill him. Just his luck. Figures the local pervert couldn't get bag a real girl. Then Ben felt a presence. Issei felt it too.

''What the hell was that?'' wondered Issei.

''Well, this is really unfortunate, me running to you that is.'' spoke a voice.

Coming out of the shadows was a middle-aged looking man with short black hair and dark blue eyes. His attire consisted of a pale gray trench coat, black pants and shoes, a pair of black gloves and a black fedora.

Issei jumped backing away a little.

''I meant to back up a little not jump.'' thought Issei.

''Looking for a way out?'' asked the trench coat man.

Then Issei grabbed Ben's wrist. ''C'mon, Ben, let's get out of here.'' He resisted at first, but he was soon following him. Sadly, Trench Coat got in front of them, flying with back wings.

Just like Yuuma's.

''Such cowardice.'' he remarked. ''I can't abide lower class beings.''

''The last person to call me a 'lowing class being' got his butt handed to him.'' smirked Ben. ''Let's see what makes you so special.''

''So let see, it appears that your friend or master are nowhere to be found. You show no sign of disappearing or any magic circle to be deploy, there for I assume you're a stray is that correct and that mean killing you and your friend won't be a problem.'' the mysterious man told them.

Trench Coat summoned a blue spear of light in his hand and threw it at Ben. He gave neither of them any warming. It would right through the human and kill the stray devil. They're no match for him.

Sadly. He wasn't fighting a human. He was fighting Ben 10.

Ben activated the Omnitrix, selected an icon head and slammed the dial down as his body engulfed in a flash of green light.

When the green died down died down standing in Ben's place was a muscular humanoid alien with a black body with one green eye in the middle of his head, two antennae, a tail with round plugs on their tips, four-fingered hands and feet with only two front toes. He has a green color chest and square plugs on the tips of his fingers. He also has gold battery bolts on his shoulders, arms and hips. He wears the Omnitrix symbol on his chest.

''Feedback!'' he shouted.

Feedback held out his arms and absorbed the spear into his fingers. He fired a blue electricity blast at Trench Coat. He was knocked back by quite a bit and groaned as he got back up.

''So, you can transform, huh?'' he inquired. ''So, you're a target that Raynelle reported, so we were that you possessed a Sacred Gear.''

''Who the heck is this guy? What's a Sacred Gear and who's Raynelle?'' thought Feedback.

Then the Omnitrix symbol started beeping.

''Unknown life form detected.'' said the Omnitrix in Ben's voice. ''Begin scanning now!''

The Omnitrix symbol on Feedback's chest turned yellow as it shot a beam of yellow light at Trench Coat, scanning him.

''New DNA Sample acquired. Scan complete!'' announced the Omnitrix.

Feedback dumbfounded as the Omnitrix scanned a new form.

Then Trench Coat threw another light spear at the Conductoid. Feedback absorbed the spear and fired a blast of electricity sending back to a tree, he groaned as he got back up again.

''Not impressed, Falcon.'' taunted Feedback.

Trench Coat merely growled before throwing three spears of light at Feedback. Again, Feedback absorbed them and fired an electric blast at him. Trench Coat moved this time, and must've expected that Feedback couldn't fire another shot, because he just floated there until Feedback blasted him again. He got up and tried again.

''Man. You bad guys never learn.'' commented Feedback as he absorbed another spear, but Issei cried out in pain.

He turned to see, Trench Coat circled Issei and stabbed him with a second spear. Issei tried to pull it out, but it seemed to burn his hands.

''Hurts, doesn't it?'' asked Trench Coat. ''Light is a deadly poison to your kind. Burns you within.''

Feedback fired him with an electric blast sending him across the park. He absorbed the light spear imbedded in Issei. Trench Coat flew back and growled in frustration. This boy was obviously very skilled with his Sacred Gear. And he could absorb his light spears. He wondered how things could ger worse, when a Devil summoning circle appeared. Rias Gremory stepped out and faced him.

''Keep your hands off of him.'' she said in a commanding tone. Issei wondered how she found them, before passing out from blood loss.

''I'll teach you not to meddle where you don't belong.'' He formed another light spear and threw it at her.

Feedback rushed to save her, but he didn't have to worry. A smaller, flat-chested girl jumped down in front of her, deflecting the spear like it was nothing. Trench Coat grabbed his spear and rushed the two girls. Ben didn't even bother, as it was obvious that another girl was going to surprise him again, lighting struck the ground in front of him. When the dust cleared, and a buxom black-haired girl stood by Rias.

Then Feedback heard the Omnitrix symbol beeping again.

''Unknown lifeforms detected.'' announced the Omnitrix.

The Omnitrix started to scanned Rias, Akeno, and Koneko.

''Unknown DNA samples acquired. Scanned completed!'' announced the Omnitrix.

''That hair.'' Trench Coat finally realized who she was. ''You're from the house of Gremory.''

Rias smiled. ''My name is Rias Gremory. And who are you? Other than a Fallen Angel.'' she asked.

Trench Coat laughed. ''Well, well. This town is currently under the control of the next head of the great Gremory family. So, he's part of your household I take it?'' He pointed at Issei, lying down behind Feedback. ''And about the other boy?''

''He is another servant of mine. If you bring any harm to them, you will get no mercy from me.'' warmed Rias.

''Hmph. I apologize for the misunderstanding. But I would recommence keeping a better grip on them. They might run into something less cordial than myself.'' he noted.

''I thank you for the advice. Do note, however, that if I catch you like this again, you will learn the power of the house of Gremory.'' stated Rias.

''Despite your family's name the same can be said to you.'' He started flying away. ''My name is Dohnaseek. I pray that we never again cross paths.'' And so, he vanished.

Everyone now looked at Feedback with suspicion, in a flash of green he transformed back to Ben. Ben, however, was prepared to defend himself. It always seemed that half the good guys had to fight him first.

''Listen well, Ben Tennyson.'' said Rias. ''Issei is likely going to die unless I get him home and heal him. For now, do not engage anymore Fallen Angels. At least till after tomorrow, when we have a talk with you and Issei.''

Ben wanted to say no. But there was something going here in this town and he would like to know. ''Just make sure he survived again.'' Rias seemed surprised. ''We already know that you brought him back from the dead before. I'd really like to know what is going on here.''

Risa nodded before grabbing Issei. Either he was lighter than he looked, or Rias was stronger than she looked. ''Don't worry. You'll see him again tomorrow.'' she told him.

Ben hoped he would. He didn't want another corpse on his conscience.


A/N: Well, that is for the first chapter of the new version of Ben 10 High School DxD. I hoped you guys like and enjoyed it.

Instead before the Riser Phenex arc, I decided start of the beginning of the High School Dxd anime.

Like the original Japan still doesn't who Ben is and the thing he had done and the knowing that about aliens exist.

I know the Omnitrix isn't a Sacred Gear, and it's not magic. I read other Ben 10 and High School DxD crossovers and the supernatural thinks the Omnitrix is one and I decided to do the same thing.

Also, I decided to keep Raynare alive and the one who killed Issei was an OG twin.

There are also going to OG Aliens and 5 years later aliens that will in future chapters.

In the chapter, what is going to happened and what new challenges is waiting for Ben?

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