Thank you all for the kind words! I think the first episode got more feedback / views than Gemstones did in its first month of existence.

I'm also trying to 'limit' F bombs. Because Gems has way too many. They'll be restricted to characters that WOULD drop an F bomb.

For those curious: the best way I can describe the timeline is that quirks would originate around what comics called 'the silver era'- right before the dark and dreary point of comics. That'd place the glowing baby showing up in between 1956 – 1970. Then, society 'stops' for a few hundred years. So after quirks popped up and culture was paused, iconic comics like Marvel and DC slowly fizzled away.

As for the sort of 'rushed' feel in the later half of the chapter, this was originally written as a one shot. I wanted to cut into some action quickly, so...admittedly, i rushed. Could've done more, but ehhhhhhh.

Finally, the 'opening' for this arc of Carry On is "Catch the Moment" by LiSA, and the ending is "It's My Life" by No Doubt. Both of them are pretty fun songs. Please give them a listen!

Anyways, here's your chapter. Here's the Discord invite: /cgFmXz3qJ5


The first day back from the workplace experience was interesting. Ochako could tell that a lot of things had changed in such a short time- what was it, a week or two since they'd all been together?

Ochako was happy to see everyone, and they were chatting it up. But the first thing that everyone noticed was-

"AHAHAHAHAH!" Kirshima laughed.

"FOR REAL!? BAKUGOU, WHAT HAPPENED?!" Sero laughed even harder.

"DON'T YOU DARE LAUGH!" Bakugou yelled- why was he telling them that? Well, Bakugou didn't go for a hardcore hero like Ochako assumed- instead, he went for a tame but still highly regarded hero, Best Jeanist. A refined gentleman with flamboyant inclinations, he was a firm believer that persons in positions of power must maintain a favorable physical and social image.

Bakugou did not like that. Best Jeanist had tried to tame the beast, but the only thing he could get down was Bakugou's insanely spiky hair.

"DUDE, HOW CAN I NOT LAUGH?" Kirishima said, dying with laughter. "HOW'D YOUR HAIR GET LIKE THAT!?"

"SHUT UP! IT'S STUCK AND WASHING IT ISN'T FIXING IT!" Bakugou yelled. "I'LL FUCKING KILL YOU!"

"TRY IT!"

Bakugou's hair suddenly exploded back into shape as he tackled the both of them.

Enough of the caps abuse, let's get to the others.

"So you did villain cleanup? Jealous!" Mina whimpered.

"It was basically evacuee guidance and logistics. No fighting." said Jiro. "Nightcat was kind and helpful, though. Tsu, you?"

"When I was with Selkie, I did nothing but train and patrol." Explained Tsuyu. "I did catch a nearby country stowaway. That's pretty much it."

"Woaaaah!" Mina grinned. "So, Uraraka? How was your week with THE Ben 10,000?"

Ochako looked at them all, as they eagerly awaited an answer. Ochako honestly didn't know where to start or what to say.

"It…was very fruitful!" Ochako said, with a grin. "Learned a lot. Plus, he was nice enough to replace my old phone with a new one after it got wrecked by a Nomu in Hosu-"

"You were in Hosu!?" Mina gasped.

"Y-yeah. Helped with evacuations." Ochako felt she should brag about her victory against a Nomu, but held her tongue. "And...yeah. That's it."

"Daaaamn, girl! You probably had one of the most exciting weeks. Besides the other three." Mina looked over at the trio- Iida, Todoroki and Midoryia. "You guys had one hell of a week, didn't you?"

"Yeah, you guys went up against the Hero Killer!" Sero said, while being thrashed by Bakugou.

"So happy you guys are alive! Was worried like crazy and wanted to text, but Fourth Kind-" Kirishima was bashed by Bakugou before he could finish his sentence.

"Heard you guys got rescued by Endeavor." Kaminari said. "That's gotta be cool, right? Being rescued by the number 2 hero?"

"Yeah." Todoroki said.

"Yes, it was a very dangerous task, and something not all of us came out unscathed from." Iida said, rolling up his sleeve to reveal a black band around it. "My...left hand has some residual complications."

"What?" Ochako asked.

"Both of my arms got hit pretty bad, but the damage was much worse in my left arm. They told me my 'brachial plexus' is impaired." Iida said, holding up his hand. "It's hard to move my fingers, and I do feel a bit numb."

Ochako frowned- it was a bit of a minor injury, but she wished she could've been there, with her new powers. That would've blown Stain right away, and maybe Iida wouldn't have been injured.

"So, is there treatment or something?" Mineta asked.

"There's a possibility it could heal through nerve grafting, but...I feel I should live with this until I properly take on the Ingenium name." Iida said. "As a reminder."

Ochako shivered at that. She remembered how Manny had his hand cut off in battle- Iida got lucky.

"Saw some stuff on the news." Ojiro said, walking up. "Something about the Hero Killer and League of Villain being connected."

"Ben mentioned something about that in passing." Ochako added. "I don't even wanna know how the USJ would have played out if he was there."

"I mean, he was kinda cool." Kaminari said.

Izuku and Ochako tensed up.

"I dunno if it was his one track mind or whatever, but I kinda dug how focused he was. You saw the video, right?"

"Kaminari..." Izuku said.

"Oh-!" Kaminari said. "A-ah, sorry, Iida."

"It's okay." Iida stated. "He was obviously a man of conviction. I get some of the appeal. Despite this, he chose to further his cause through a purge. And whatever ideas you hold, that is wrong."

Iida began to move his arm like usual. "So that no others like myself emerge and suffer my fate- I will correct myself and walk the path of a true hero!"

Everyone was glad- Iida didn't seem any bit different. Ochako gave a sigh of relief. She looked down at her wrist, and back at her friends. Ben's words echoed in her head- "I said 'you can't tell anybody at first'. I'd tell a few select people you trust. Like that finger breaker kid."

Midoriya was...a good friend. Always knew what to say, even if it was awkward. Ochako loved his desire to always go above his limitations, and at times she envied it. Her quirk was more supportive, so it couldn't improve her physical prowess like Izuku's could.

If she said, "Ben gave me an Omnitrix," would he understand? A kid like that was an open book. He didn't have many secrets.

She'd consider telling him later. Class was about to begin.


"Woah, you changed your costume up, Momo!" Mina said, as they started to change for basic hero training.

A zipper made a tremendous difference, Momo agreed. It shielded her bust from prying eyes and the world. Unzipping it slightly didn't reveal much of her cleavage. "Snowfall's idea. She offered to overhaul my whole costume, but I agreed on a small change."

"She's not the only one to get a costume change!"

Tooru stepped out, still wearing nothing but gloves and shoes. Ochako blinked.

"Uh, what's different?"

"Oh, right!" Tooru clapped her hands, and in a flash of light, Tooru suddenly had a suit on her body. It looked like she'd gained some sort of costume, that was somewhat plain and boring looking, but it hid her body.

"Woah, where'd you get that?" Tsu said.

"Well, after Miasma Miss saw my regular costume, she was like 'oh. Oh my God. Oh, no!' And then got me this. It blends in with my powers- I honestly don't understand how it works, but yeah!" Tooru said, giving a thumbs up.

thank you, Miasma Miss. Every girl present thought.

"You know, you're being oddly quiet about the Ben 10,000 internship, Uraraka. How'd it go?" Jiro asked.

"Oh, well. It went great, honestly. He was a really nice guy, knew how to work with sidekicks and everything." Ochako said, as she put on her gauntlets.

Jirou nodded. "And that's it?"

"K-kinda, yeah." Ochako said. "I mean, I did get a few chances to shine here and there, but yeah. It was basically me following in his footsteps…"

"Huh? What's that mean?" Mina said.

Ochako turned red. "A-ah! I mean…I just mean, like, following as he went places. Misspoke there!" Ochako apologized. The girls shared a look and shrugged.

Guess being around a celebrity would do that to someone.


"I am here!" All Might bellowed, and that was it.

"Not much of an entrance," Sato added.

"I'd anticipate more after a gap." Ojiro hummed, too.

"He run out of shticks?" Kaminari joked.

"Ran out?" All Might laughed. "Never! My jokes are endless. But! I'm here for hero training."

All Might was wearing a different costume today- the last time Ochako saw him, he was wearing one with a cape. This costume was a skin-tight blue bodysuit decorated with a red symbol that somewhat resembled a "Y," designed with a white diamond at its center, with white lines connected to it that trace from his chest to his back shoulders; the lines trimmed with the aforementioned red symbol. The symbol appeared to have wings on the side that ran from the atop his torso before ending around his back, over which was a similar red and white design absent of the white diamond.

Large white patches lined with red covered each side of his hips before ending at his lower thighs, and he wore a gold belt that had a silver buckle with red eyes. His forearm sleeves were colored in gold that each had white lines covered in blue accents over his wrists, and had spiked fins on the sides of his arms. His feet were covered in shin-length gold boots trimmed with white and red accents.

"It's his golden age costume." Izuku whispered in pure fanboy delight.

"As a direct continuation of your internships, today's activities is pretty 'playful.' A training mission for rescue!" All Might explained.

Iida instantly raised his hand. "Shouldn't rescue training take place at the USJ?"

"That's the location for disaster rescues. This is Field Gamma!" All Might stated while gesturing behind him. The land was densely populated with industries that intertwined to form a complex network of labyrinthine lanes, which was incredibly confusing for anyone on the ground.

"You'll split into four teams of five, with each team going one at a time, to rescue the damsel!" All Might explained.

Mineta perked up. "D-damsel? Who's the damsel? Is it some smoking hot babe?"

"NOPE, IT'S ME!" All Might said.

Mineta deflated.

"Naturally, keep the destruction of property to a minimum!" All Might cocked his head at Bakugou. He looked away angrily.

The first group to go was Izuku, Iida, Mashirao, Mina, and Sero.

"Iida's still not totally recovered." Kirishima noted. "Maybe he should've sat this one out."

"Plus, all of the class's biggest mobility experts are on this one team." Kaminari pointed out. "Midoryia's gonna get left in the dust."

"To be honest, I'm not really sold on his power yet." Jirou commented. "It's really untrained, you know?"

"Right- seeing as he has to hurt himself in order to accomplish anything." Momo nodded. "It's scary."

"He's gonna come in last." Bakugo frowned. Harsh as he was, he had a point that everyone agreed with. Nobody could really place where Midoryia was going to end up. Personally, Ochako found herself rooting for Iida, even with those injuries.

All Might sounded an air horn to herald the start of the race. Hanta used his tape to swing across the pipes of Field Gamma. Mina slid through pipes with her acid, Mashirao jumped around on his tail, and Tenya dashed through the field. Hanta takes an early lead because he could stay above everything.

"Sero's got a GREAT advantage- he's going overhead and out of the way of everything!" Kirishima grinned.

"With his quirk, he's at a great advantage with staying airborne. I can't see anyone else staying neck and neck with him." Shoji nodded.

Sero couldn't agree more. He turned back to see his classmates lagging behind. "Sorry guys, looks like this test was made for-"

Something shot past him.

"Me?"

Ochako and the rest were stunned, shocked even- Izuku had taken the lead! The boy was parkouring with ease across the maze- and none of his bones had even broken!

"ARE YOU KIDDING ME!?" Sero yelled.

"Woooooah, Midoryia's going all out!" Kirishima said. "It's been a little over a week, and look at him! He finally got his quirk under control!"

"Well, it's still too early to take back my words." Kaminari said. "I still think Sero's got this in the bag. Though Midoryia's doing better than I thought."

Even All Might was a bit shocked at how young Midoriya had suddenly gotten a handle on the Quirk. Todoroki and Ochako watched the screen in shock.

"Was he like this in the battle against Stain?" Ochako asked.

"Yes- but now that I'm getting a better look...those moves remind me of someone else." Todoroki said.

Ochako looked back. "Now that you mention it, those moves look like-"

Those are MY moves. Bakugou angrily thought, balling up his fists.

Bakugou growled. "How'd he change so much in just one week!?"

Ochako watched Midoryia leap around, exceeding the others- until he misstepped, slipped on a pipe and came crashing down.

Yeah, so Sero won the race anyway, and Izuku came in last. But still, the class was VERY happy to see that he hadn't broken anything.

"Dude, that was awesome!" Kirishima said, as Midoryia and the others joined up with the others. "I know you came in last, but still!"

"You've clearly had a good internship experience." Momo said. "And you were with someone I've never even heard of before!"

Izuku rubbed the back of his head. "A-ah, thanks guys."

"Seriously, teach me your ways!" Mineta yelled, bowing down before the boy. "I wanna be cool!"

"Sero MAY have taken first place, but you've all found new and better ways to use your quirks since starting school!" All Might commended them. "Keep up the good work as you prepare for your final exams!"

Kaminari groaned. "Right. Finals are soon."

"Aw, what? Is it almost June?" Mina pouted. "Thought I could not panic for a while."

Crap- it was almost finals time. Ochako thought to herself. Between school, training and this new power of hers, this was gonna be a difficult balancing act.

Ochako would worry about it later- hell, she'd need to go on a patrol first to see how it'd go, and if she could properly balance stuff.


Training came and went, and Ochako found herself changing out of her hero costume. Ochako listened to the others talk about the lesson.

"That was a REALLY cool move you did with the springs, Yaomomo!" Tooru said, unzipping her costume. "Where'd that come from?"

"It was something I was keeping in the back of my mind for a while." Momo explained, as she let down her hair. "I know I didn't finish first, but I wasn't last. That's progress."

"I'll say." Tooru frowned. "I gotta work on my mobility."

"Just make up for it with reconnaissance." Jirou said, before her eyes drifted over to something on the wall.

Ochako took notice. "Something wrong, Jirou?"

"Have you guys ever noticed that hole in the wall?" Jirou asked.

"What?"

"Hey, she's right! Look!" Mina pointed over to the wall- sure enough, there was a small hole in the wall, big enough for an eye to peek through.

"Strange. I've never noticed it before." Tsu said.

"It's vague enough to escape your notice." Jirou said. "We should have Cementoss handle it-" Jirou's voice came to a halt. Jirou pressed her ear jack against the wall and listened.

"Jirou, what are you doing?" Ochako inquired.

"Wait a minute."

Jirou's second ear jack shot through the hole, and Mineta screamed from the other side. Jirou hissed.

"Pervert was sneaking a look." Jirou sneered.

Momo scowled as she created some puddy and a spade for herself. "I guess we'll have to take matters into our own hands."

Ochako smirked. She'd never looked at her classmates' offensive moves until the sports festival, but now that she had the Omnitrix, she wondered if she could learn something from their powers.

With Izuku using Bakugou's own moves, she had to wonder if she could replicate some of her other classmates' own moves, but add her own 'Ochako' twist to them. For example-

One of the forms Ochako had access to was Big Chill, who could fly and freeze things. On top of that, Big Chill could go intangible. Todoroki's ice moves were on par with Big Chill's own powerset. The intangibility, though- she didn't know anyone with intangibility powers. She'd have to figure that out by herself. However, there was a disconnect between Todoroki and Big Chill.

Ochako noticed Todoroki would remain stationary while shooting massive and long-range strikes with both ice and fire. From a fighting game perspective, he's practically a "Zoner." As an alien with intangibility and more mobility capabilities, Ochako would be foolish not to take advantage of that.

Was this going against Ben's advice of 'don't compare yourself to others'? Yeah, but she wasn't being like 'wow, he's so much cooler than me'- Ochako was more 'picking and choosing' about what to use from her friend's arsenal of moves.

There were other disconnects with alien powers and her classmates- more specifically with Iida and XLR8 (running styles were too different), Echo Echo and Jirou (Jirou's powers weren't as versatile) and Water Hazard and Mina (water was a DIFFERENT story than Mina's own acid).

Ochako would just have to master these 10 aliens in her own way, occasionally using her own classmates as a basis. It couldn't be that hard- she already had a hang of Heatblast and XLR8, kind of. How hard could it be to master 8 more aliens?

It felt strange, just sitting at home, waiting for the sun to set. Ochako felt like a vampire, simply waiting for the night to come. Ben was very precise about when she should utilize her powers: only at night, and only during the day if anything major was going on, such as something like the USJ incident happening.


Ochako struggled to do her homework- no one could read "Giving Up the Gun" by Noel Perrin with an Omnitrix strapped to their wrist, could they? Ochako's empty apartment felt more like a cage- she wanted to try out some of these new powers now.

Ochako's eyes darted towards her suitcase in the corner of the room. Unlike her usual costume's suitcase, this costume had the Omnitrix symbol on it. Honestly, it was dangerous for her to keep it out. If a landlord or thief saw it, they'd put two and two together somehow. Ochako would have to hide it someplace better, but her apartment was kind of small and dinky. Best place she could honestly do it was in her closet. Even if she put it under her bed, she didn't have a nice, comfy comforter or sheets that could hid the underside of her bed.

Ochako looked out the window once more, and back to her book. It was almost sunset right now.

Ochako threw her book in the air, and dashed to her suitcase. She immediately threw on her costume, and slipped on her helmet. Ochako tapped the helmet once or twice, and the helmet's interface lit up. Ochako grinned, before looking around.

Ochako looked to her wrist, and activated the Omnitrix. There was one alien who could let her easily sneak in and out of this apartment, without being noticed. Ochako slammed down the Omnitrix, as she started to transform. Ochako felt like her body was floating for a few moments- suddenly, blue and black 'ribbons' ensnared her body, and morphed into a cocoon around herself. Ochako felt her body grow skinner, lankier, before two hands and legs ripped their way out of the cocoon. The cocoon quickly unwrapped her body, and joined her back.

Ochako looked to her ceiling, and focused. A cold shiver went through her body, as she suddenly became intangible. Ochako jumped up, spreading her wings and she was out of her apartment. Ochako stayed intangible for a few more moments, as she flew off towards the city.

Have you ever tried moving your open palm quickly through water? Wide, flat things, such as your hand or a paddle, are difficult to maneuver quickly against water. It seems as though the water is pressing back on you. Or have you ever put your hand out the window of a car while moving and felt the air surge against it? In the wind, you may see-saw your hand up and down. In both circumstances, you can feel the water or air pushing against your flat palm.

When a bird is flying, its wings are flat so that air can readily flow around it in the direction the animal is going. However, something unusual and perplexing occurs here. Because the wing is somewhat bent on top, air flows quicker over the top than it does over the bottom. Because the air is traveling more slowly, there will be more air on the bottom side. When there is more air on the bottom, it causes a push, and because the push occurs against that large flat section of the wing, it elevates the animal. As a result, a bird wing cuts through the air in front of it and is pushed up from below, culminating in flight.

Flying was something Ochako never thought she would do- floating was one thing, but flying was totally different. Ochako was still a beginner, but for a starter, she was flying fantastically. Ochako could never get tired of the shining lights of the city below her.

"Awesome." Ochako said, with a grin.

Ochako flew around the city, unnoticed by all- Big Chill was a stealthy alien, and she could sneak past anyone without a 'searching' quirk of sorts. Ochako would take brief breaks to recharge her Omnitrix and look around, maybe wait for some police sirens, but nothing.

Ochako was secretly hoping for something exciting. Sure, it sounded bad. But since she couldn't use her powers at UA, this was her only outlet for it. Ochako was debating turning in early around 10:00 PM, when her helmet suddenly got a notification.

Ochako looked down- there was an ongoing robbery at some nearby store. Ochako raised an eyebrow. "Well, it'll let me use my aliens, so…" Ochako took off towards the location.

As she got closer, she could hear the telltale flare of police cruiser lights, lighting up some of the street in red and blue. At least five squad cars had formed a barricade around the bank. The lack of a Pro Hero on sight meant that either they hadn't arrived, or it hadn't been called in by the police. Maybe it was some small time thugs, either with relatively harmless quirks or they were entirely quirkless. Either way, the officers got into position, the officer in command already calling out to the robber over a megaphone to surrender. They were surrounded and it was more than likely a pro was on the way.

The threat of a pro hero actually did work sometimes. This was not one of those times.

"YOU IN THE BANK! THE BUILDING IS SURROUNDED, AND A PRO IS ON THEIR WAY!" The cop blared from his megaphone.

The man stepped out of the bank- now THIS was a sight for sore eyes. The man had spiky black hair, a yellow eye mask and bodysuit that reminded her of Tooru's new costume. He had big black gloves and boots, and looked a bit deranged.

"Not a chance!" The man yelled. "Call me the Challenger! You ain't taking my challenge- not while I got people in here!"

Ochako looked at the villain- he looked pretty weak, but still something she could take down with ease.

"Bastard has hostages." the lead officer muttered to himself, moving the megaphone away so his words weren't picked up. That definitely made things more complicated, quirk or no. But, given the costume, he probably did have some kind of power. He could risk a warning shot, but it was more likely for that to end poorly. Without knowing what the guy was capable of or how many hostages were in the bank, there were just too many unknowns to act.

And that was Ochako's cue. She turned invisible and flew towards a building adjacent to the bank just to get an angle on the guy. The Challenger was what he called himself? The name didn't ring any bells, probably a relatively new villain or someone who was lower on the threat scale. But Ochako had to check on one of those unknowns herself, the hostages, before taking the guy on. She used the innate intangibility of a Necrofriggian to fly over and move through the bank walls. She'd find the hostages, free them while this guy was barking demands at the police, then swoop in from behind to deal with him.

Straightforward plan, all things considered.

Ochako quietly snuck in, and made herself tangible to the group of people around. She hushed them, so they wouldn't make a noise to reveal she'd arrived.

Ochako looked around. "Is there an exit out of a backway?" She whispered to a nearby teller.

"U-uh yes," the teller stuttered, "It should still be an option. He didn't barge in with any cronies."

So he's either extremely confident or he's got more of a plan than we know, Ochako thought to herself.

"Then come on. You all go out the back while he's rambling." Ochako said. "I can handle him."

The crowd, assuming she was just Ben 10k, quickly followed her orders. Ochako waited a few more moments, as the Challenger continued his back and forth with the cops.

"Come ooooon! Where's that damn Pro?!" The Challenger sounded eager for some reason. Was he really some super fan trying to get a hero's attention?

The officers were just as confused as Ochako was inside. He wanted a Pro to show up? One of the officers got a look from one of their comrades that just screamed "The hell is up with this guy?" The other officer could only shrug in response.

Challenger, meanwhile, had crossed his arms by this point, like he was disappointed. He thought heroes would be more punctual than this. The normal police showed up before they did! How rarely does that happen these days?

Ochako cleared her throat. "I am here." She said, jokingly. The Challenger nearly jumped as he turned around.

"YOU!"

"Yeah, me." Ochako said, pretending to be Ben 10k. "Now, what's this about wanting a Pro Hero to come here?"

"Oh. You heard that," Challenger said, now a little unnerved. He was expecting a Pro...not one of the heavy hitters like Ben 10k.

"Every word."

Challenger cleared his throat and quickly regained his composure. "I wanted to see which one I got! I want to cut the wheat from the chaff. Yeah, that sounds right."

Wheat from the chaff? It didn't take long for Ochako to figure it out. This was another part of Stain's lingering legacy; someone else guided down the path of villainy by thinking reform should be done at the knife's edge.

"Influenced by recent events, are we?" Ochako frowned. Like Iida said- Stain's one track mind was 'attractive' to some. But, with all these villains popping up because of him...

Ochako opened up her hands, and created some shards of ice. "We can do this the easy way, or hard way."

"Well...you're so smart, you know which way I'm gonna take!" Challenger yelled. He tried to lash out with only his hands, which just showed how out-of-the-loop this guy was when it came to the heroes. Wanting to judge them, he knew so little about Ben 10ks own forms. Ochako quickly turned intangible, letting Challenger grasp at the air. Because he passed through the intangible form of the Necrofriggian, his hand was suddenly encased in ice.

"Hmmm." The Challenger frowned. "Chilly."

Ochako paused- she expected him to be more shocked, or annoyed or something. Saying 'chilly' to having your hand frozen in a block of ice was...odd.

The Challenger clenched his fist, and the block of ice was starting to melt. "This will do nicely." Ochako took a step back. What the? The Challenger slammed his foot on the ground, releasing a powerful, sweltering heat wave.

Ochako managed to fly out of the way, dodging the wave of fire. That took her by surprise. So his quirk was fire related? Good to know, especially since it was easy enough to counter.

The Challenger threw a ball of heat at Ochako, but she once again dodged it. His attacks are slow, too. This will be a cinch.

Ochako slapped down her Omnitrix, and morphed into a more mollusk like form- Water Hazard. Ochako didn't even hesitate to blast The Challenger out the door with a torrent of water.

The torrent slammed into the Challenger and sent him flying into the wall. The jet of water kept going to ensure the villain was pinned to the wall, only, much to Ochako's shock, for the stream to suddenly freeze. He was like Todoroki?!

Ochako quickly dodged out of the way of a smaller version of Todoroki's wall of ice. Ochako frowned. I need to see more of his fighting style before I make another switch- it could drain the Omnitrix battery!

Ochako created two streams of water from her hands, subsequently swinging such streams at the Challenger. The Challenger froze both of them, before rushing at Ochako. She barricaded herself within a barrier of swirling water, but the Challenger quickly froze it.

He's reliant on his Quirk, and for good reason. I've seen how Todoroki can use it, but...something just feels off about it. Ochako thought.

The villain tried to flank around and, unlike Todoroki, he fired off a barrage of ice spikes at Ochako. She used a whip of water to reflect the projectiles, but none of the spikes fired hit the Challenger. But that stood out to Ochako. Todoroki would use his fire for more long range attacks instead of the ice. Could he not swap between them efficiently?

Ochako needed to try something. Ochako swapped back to Big Chill, inhaled and exhaled a flow of cold wind at the opponent. The Challenger was frozen solid. Sure enough, he started to thaw almost immediately.

"Weird." Ochako frowned. She was getting closer to something.

The ice cracked and started to melt, freeing up some of Challenger's movement. Eventually, the icy prison completely shattered, sending the pieces everywhere.

"So, what is it? Fame, climbing up the ranks, some sponsorship?" Challenger asked, "Or are you actually closer to the Symbol of Peace? I mean...we both know the latter's less than likely. After all, how many other heroes did Stain bring down that everyone idolized and it turned out they were less than actually heroic?"

Ochako frowned. She wasn't exactly sure yet, but this was a Hail Mary move. Ochako slapped the Omnitrix down one more time- her form shifted, becoming more muscular and toned, with extra arms sprouting out...

Ochako slammed her two sets of fists together. "I'm a hero who wants to see people smile!" She yelled.

"Huh...ok. Well, this is gonna be weird," Challenger admitted in a mutter. Ochako faintly picked that up and it was starting to come together. There was just one last thing she needed to confirm. Ochako reeled back, and then delivered a powerful punch to the opponent. The attack sent The Challenger flying back into a police car.

"H-he's down!" A police officer yelled.

"No." Ochako said, raising up one of her hands. "Hold on..."

Challenger did take a good amount of damage from the hit, but he was able to quickly bring himself back up. At first, there was nothing special there. But, two more emerged from Challenger's body that grabbed onto the police car. Ok, he was mimicking Four Arms, no big deal there. And then he grew four more for a total of eight.

"Quirks can be hella unfair sometimes," an officer said upon seeing that.

"I get it!" Ochako said. "Your quirk allows you to counter whatever, just as long as you make contact with them, or their powers."

"Clever- hero of heroes, as they call you." The Challenger grinned. "Maybe you're worth keeping around."

With that, two pairs of Challenger's arms grabbed hold of the police cruiser's doors and ripped them off the vehicle. He then quickly wound up momentum and threw the doors as improvised weapons in rapid succession, one aimed at Ochako, the other at a nearby officer. Ochako managed to actually grab both thrown doors before they hit their targets, but that gave Challenger an opening. He closed the gap between them and landed a few good hits on Ochako in a rapid flurry of punches.

Ochako took the two doors and smashed them between the Challenger's head. The Challenger paused his attack to clutch his head in pain, as Ochako felt her injuries- they'd bruise her in the morning.

Looks like his durability got buffed a bit, given how destructive he's being, I need to lead him away from this place. Too many civilians.

With that in mind, Ochako had to dodge a few wild punches from the villain, who'd recovered from the sudden stun of two doors being slammed into his head. Say what you will about the challenger, he knew how to take advantage of the powers he copied. A few more hits and Ochako took a risk. She used some of the martial arts Ben taught her and grabbed hold of one Challenger's arms after sidestepping the last hit. She pivoted on one foot and pushed him forward, making him stumble and landing two good hits on him, before jumping up to the nearest roof.

Too many civilians around here sure, but as long as he kept the Four Arms counter on, he'd have to chase her down. No range options after all.

Ochako thought to herself for a few seconds- an enemy with a quirk that could counter anything he touched or felt. But it seems that his adaptation was built around countering other quirks or powers at the moment. She needed to test something.

She picked up a brick for this test.

When the Challenger landed on the roof to follow, Ochako found her opening. She threw the brick as hard as he could right at the would-be robber's face. The brick landed and sent the Challenger reeling back, two hands shooting to cover his face on pure instinct.

"SON OF A-! WHAT THE HELL?!" the Challenger yelled, muffled by his own hands. Thanks to durability, he wasn't seriously hurt, but it was probably still going to bruise. However, something that Ochako immediately took note of...was that his extra arms didn't get swapped out for a defensive counter, something like Kirishima's quirk.

"Okay...it's only in reaction to other powers." Ochako thought. Even if she threw a car at him to knock him out, he could easily catch it. Ochako needed to really knock this guy out, with something he couldn't catch easily. Most of her alien projectile attacks could also easily be countered, which is why that wasn't her Plan B right now.

Ochako remembered seeing a rundown building that wasn't far from here. That'd be perfect for it. She'd have to lure him there first. Easy enough, considering Challenger was probably seeing red right now. Well...she hoped it was just in the figurative manner anyway. With that, Ochako fled, leaping from roof to roof, trying to lure the Stain-inspired villain to where she remembered that rundown building to be.

Of course, he wasn't going to make it easy for her, why would he? As he tailed her, he grabbed anything he could- pieces of signs, bricks, pipes-and threw them at Ochako, hard. She managed to either dodge or catch and throw aside most of the projectiles, one or two landing a good hit on her; one hit even almost making her miss a jump.

Ochako barely felt the objects hit her skin- Four Arms was a lot more durable than she thought. Ochako looked back a few times, making sure she was in the right location. This part of the city was run down...but less civilians were here.

After a few more minutes of the chase, she saw the building in question, surrounded by scaffolding and demolition tools, all ready to tear the building down. She hated to rob the crew of the job and the circumstances really weren't helping. She threw one last pipe back towards Challenger before ducking into the building and readying her plan.

The would-be robber landed in front of the building, looking around for Ochako. Couldn't be hard to find a red, four armed giant...but this was the person with the Omnitrix. There had to be hundreds of different forms in there that could be used to hide.

"Ok...maybe I was wrong," Challenger taunted, "Maybe you're not up there with All Might. I mean, you ran away from me! Even though I know I'm not exactly a top-tier villain! Yeah, the quirk's strong but still!"

A bright light flashed from inside, and the Challenger grinned. "Alright...you wanna go about it the hard way, then."

The Challenger stepped inside, but saw nothing. He tried to recall more of Ben's stealthy aliens- Ghostfreak, Chamalien, Big Chill. And he could counter them all with ease.

Hell, he already did counter Big Chill. This was gonna be easy. Maybe the Omnitrix wielder's accomplishments were all exaggerated.

"Come on, kid." The Challenger said, looking around. "What, you gonna flee from me? Don't you have an alien that can handle me or something?"

"Quite the opposite." A tiny voice squeaked. The Challenger looked up and saw Ochako, on the ceiling.

"You're kidding. You must be out of practice..." Challenger chuckled. Ochako was no longer the massive Four Arms, but instead, she was...small. Hell, this form could stand on Challenger's shoulder with no issue. This form had gray skin with two large eyes, wearing a black jumpsuit with pink highlights in the middle of the chest and around the sleeves and shoulders. Huh. That's weird. Challenger thought green was the go-to color for the Omnitrix...

"What, you're afraid you can't take me?" Ochako smirked. "Too tough for you?"

"What!? No, I could SMASH that pipsqueak form of yours with ease!" The Challenger insisted, as Ochako scurried away, onto the side of another wall.

"Then come on! Punch me already." Ochako said, motioning for him to draw closer.

Challenger narrowed his eyes and fell for it like a bull with a matador. He raced in, arms reared back for the punch. Ochako leapt out of the way just in time, letting Challenger smash in the wall instead.

"You call that a punch? I hit you harder when I was Big Chill!" Ochako taunted.

Ochako landed on the ground, and began to scurry away. The Challenger's eyes widened, as he dove at the girl. "I'LL SMASH YOU INTO THE EARTH!" He yelled, as Ochako jumped away, onto another wall. The Challenger smashed into the ground, making another hole.

Ochako grinned, as she looked around the room. It was weird, but...being in this form made her feel like Deku. The way she was able to analyze and predict his moves, and see where to go next- it was strange, but totally in line with Deku's smarts. The size was a problem though- one wrong move, and she could be squished.

Speaking of getting squished, her train of thought was interrupted when she had to dodge another one of Challenger's anger-fueled strikes. Again and again, he kept falling for it, punching where Ochako had been. He was so focused on her that he failed to pay attention to the building itself.

Ochako leapt around some more, dodging some more punches- until her brain told her to just start RUNNING. Ochako didn't even question that sudden tension headache. She just changed forms to Big Chill, and got out of the building.

"Oh, what? That's it?! All that bark and no-" Challenger started before he felt a pebble fall on his head.

"-bite?" He looked up and saw just how ready to give the ceiling was.

"...ah shit." the would-be robber sighed in defeat.

The building collapsed in a second. Ochako watched the scene from above. Her parents owned a construction company, but they had done some demolition jobs themselves from time to time- Ochako had seen a few of those, but her being responsible for this one? Weird.

Ochako was going to fly away, but…

Hero law was to always rescue someone, no matter what. She'd feel awful if she just left the Challenger there. He did survive all the debris, thankfully. Copying Four Arms might've saved his life. He was totally unconscious when Ochako pulled him from the rubble. Now she just needed to detain him for when the police arrived.

Ochako pulled out something her suit came with- a special sort of 'full body' handcuff. She'd leave the keys with an officer. She placed a small 'smoke detector' like device on his body, and pressed a button. Multiple tendrils shot out, and wrapped around his torso, restraining his arms. Legs were still an issue, but she doubted he'd be running.

After they had secured the hostages, some of the squad cars had followed Ochako and the Challenger, just in case the hero needed some back-up. Of course, when they saw the smoke plume rise up on the horizon, they knew where to go. When the cars arrived, Ochako had shifted back to Four Arms and was waiting for them. Two officers ran over to check on Challenger while Ochako handed the keys to a third. She gave a quick salute before turning back to Big Chill and flying off.

"It was weird of Ben 10k to show up- thought he was in the city over…" One cop said.

"Eh, who cares? He got the job done," Another said.


Uraraka made it back to her apartment at a decent time. As she transformed back to human, she felt both incredibly hyped but also incredibly tired, both for the same reason. She just took on her first Villain as the Omnitrix's successor solo. Sure, he wasn't exactly a major villain like the League or the infamous Curator, but he was still the first one she took down all on her own!

Part of her wanted to call up Ben right now and tell him the good news, feeling like she could go on for a good few hours recounting the fight. The mental image she had of that actually reminded her a bit of how Izuku would react when asked about one of All Might's many great feats. The other part was exhausted, only wanting to drop down onto her bed, rest her head on her pillow and let sweet sleep embrace her. She could always tell Ben about it tomorrow.

In the end, that part won out.

She quickly took off and hid her Tennyson-inspired hero outfit and, after changing into her pajamas, fell into her bed.

"Oh I needed this," Uraraka sighed in relief, burying her face in the pillow, "Finally I can just lay down and relax. Nothing else to stress out about, nothing else to keep me up tonight." The student was about to happily doze off…until she rolled to the side. Stacked up on the desk were the next day's assignments. It was then that Uraraka realized that none of them were anywhere close to done.

"Oh heck," Uraraka sighed.


I know this chapter isn't as long as the previous (like 1/3 the pages) but that was the pilot. By the time we get to the end of this arc, it'll be a more comfortable 30 pages or something.

Thank you, and please leave a review!