A three parter (sorta) chapter? Woah, no way! Anyways, this is a pretty fun chapter. I dunno if I really do much with the vigilante angle after this, and I'm really struggling to maintain that with the current growth. At the time I'm writing this, I'm currently around Chapter 88 in the manga. Fitting in Ochako's vigilante career is kinda hard, especially with…the next few arcs. I can say that the first movie will be adapted.

So, apologies for that in the future. Maybe some revisions or ideas in reviews could help.

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


"A person walks 4 meters east then walks 3 meters north. What is the distance and displacement?"

Ochako tapped her pencil against the table, as she grit her teeth. "...how do you do displacement again?"

"In physics, displacement is calculated by measuring the distance between an object's starting and final positions," Momo said, writing something on a piece of notebook paper. "We know that the man is 7 meters away. Distance is a scalar quantity, which has only magnitude. But, displacement is a vector quantity, which has magnitude and direction both."

Ochako nodded. I have no idea what she means, but I'll ask more questions later.

"First, the person walks 4 Kms East, then 3 Kms North. So, magnitude of displacement = [√{(4^2) + (3^2)}] metres = 5 metres. And, the direction of displacement: In North-East direction, making an angle {arc tan (4 / 3)} ≈ 53.13° with the North-South line passing through the starting point." Momo said. "Does that make sense?"

"...yes!"

No. It didn't.

Well, it had been a few weeks since Ochako had dealt with Obake, and her grades were slowly but surely picking up again. Thank God Izuku, Momo and Iida were so generous to give some of their time to work with her.

Iida was the first one to accept, not because the others were unwilling, but because he said "yes" the moment Ochako finished asking. It was his duty as class rep to ensure that all his classmates maintained a peak academic performance; a speech that was delivered with all of his usual energy and flair, of course. Izuku and Momo were less dramatic with their acceptances, but still.

Izuku handled the history and math classes, Momo handled some of the rougher courses, and Iida was an all rounder- he had the most extensive notebook Ochako had seen. It was like a court transcript. Ochako was saved once or twice because of the notes.

Maybe he had something she could look at later to break down the math Momo recited easier.

"Ok, then maybe we can try out some of the other problems. See if you get it," Momo suggested.

"Oh...uh, sure," Ochako answered sheepishly. This was going to be a looooong study session, she just knew it.

A boat traveling along a river traveled 5 kilometers east, then 3 kilometers south to cross the river. When it got to the opposite side, it proceeded westward for 1 km until it reached the jetty. Calculate the boat's displacement and distance traveled.

"Okay, so...5 KM eastward...then 3 KM southward...and 1 KM westward. 9 KM in total. But..." Ochako scribbled down something else. It only went 5 KM east and then a KM backwards west...so, 4 KM...displacement would focus on..."

Ochako drew a decent triangle.

"The AD displacement...and we'd square the AE and ED distances...add them, then find the square root..." Ochako winced. "So...the displacement is 5 km?"

Momo clapped eagerly. "Yes! That's correct!"

"Wait, really?!" Ochako said, a smile forming on her face, "Huh! Ok, starting to get the hang of this then! ...I think."

"Now! Let's try adding circles into the mix."

...all that confidence vanished like that. Damn you, physics!


Ochako was just mentally exhausted after today. She'd improved in school (she finally got an A on something!) but she earned every success after a struggle that she wished was somehow a villain fight.

As she walked back home, Ochako felt her stomach growl. She groaned. "All that work made me hungry...wish I could get some food right now." The girl mumbled.

Ochako's financial situation was awful. She had to use some touchingly frugal lifestyle tips to stay alive- endure (ignore the heat), sleep (being awake doesn't cost money), and don't eat. UA could supply her.

Ochako's stomach growled again.

"Ugh."

Thankfully, a distraction came- a phone call. Ochako whipped out her phone to see Ben was calling her.

"Hello?" Ochako answered, her exhaustion more evident in her voice than she intended.

"You sound beat. Long day?" Ben asked over the phone.

"Mostly study sessions today. I'm improving and my grades should be getting back to normal, but…oh my god does it feel like I just fought a whole army of villains single-handedly."

"I know you're exaggerating but...jeez."

"The worst part is I'm starving."

"Then, stop by a place for a quick bite? Could recommend a few places. Especially if you're into smoothies."

"I can't."

"What?"

"So, I know my financial situation isn't the best, but...like, I just don't eat sometimes. To save money."

Silence.

"Ben? You still there?"

No answer still. Ok, Ochako was starting to get a bit concerned now. Did she say something? Did his phone die?

"Uh, hey? You ther-"

ZWOOOOOOOOOM. Ochako didn't even notice the bipedal cheetah alien running at her. Ochako nearly screeched. It was Ben, of course.

"What the hell do you MEAN you starve yourself!? That's so irresponsible and awful and-" Ben sounded really concerned. He slapped both sides of his head and huffed. "God, I can't get angry."

"W-what the hell are you?"

"Oh, this is Fasttrack…he's basically like. XLR8 but more 'feline'. Barely used him, but I got so flustered-" Ben shook his head. "Not the point right now."

Ben quickly reverted to human, pulled out his wallet and palmed Ochako a card. "Use that! For food only!"

"W-wait what?! I can't just take your credit card!" Ochako protested.

"I'm rich, I've got plenty! One card's not gonna really put a dent in the account," Ben explained. "Seriously. Treat yourself."

"O-okay!" Ochako said. "W-was there anything else you needed?"

"Huh? Oh, right! The reason I was calling..." Ben shook his head. "So, there's been a recent string of robberies around the area. Check that out, and...yeah. That's about it."

From being reasonably concerned to mentioning hero work in less than a second, all while carrying that same uniquely Ben tone.

"Um...ok. I'll get right on that," Ochako said.

"Ah. Food first, investigate second," Ben chimed in to correct.

"R-right!" Ochako nodded. "Thank you!"

"Good luck, kid!" Ben saluted to Ochako.

Ben took to the skies as Jetray, and flew off. Ochako watched him go, and then looked down at the credit card. "Maybe I'll go to that one grill place that's not too far from my place..." She hummed.


About an hour later, Ochako was on a rooftop, having flown up there as Big Chill, and enjoying the steak. Well...as best she could. The steak itself was delicious and just what she needed after today, but at the same time...

"He just gave away his credit card! To me! I was too tired to even stop myself from mentioning it! Now I've got him all worried," Ochako lamented to herself.

Ochako happily gobbled down her first dinner in forever and sighed. She overlooked the city, watching the flashing lights and listening to the sounds of the cars and people pass by.

It was still weird to her. That she accepted this power. It felt...odd.

If you had asked her, say, a few months what hero she'd like to mentor under, she could've listed off a few good names like Thirteen, Mirko, Ryukyu. But Ben 10K was one of the last people she'd ever thought she'd meet in person. It would be like having All Might as her mentor! One of the most famous people in the world and he hand-picked her to be his student. It felt like a dream sometimes.

Even her getting into UA was luck. She barely passed the written part, and the practical part was equally as complicated.

But, she was here. A few months later, given great powers and great responsibility.

And she knew for a fact that she wasn't going to waste it. Doing so would be a betrayal for everyone. Herself, Ben, Izuku and Iida.

Ochako grinned. "I'm gonna make sure that I do my best!" Ochako transformed into Big Chill, jumped off the side of the building and took off. Gone was that stress from a few hours ago...all she had was confidence.

Confidence...that was about to be pushed to a breaking point.


Ochako scanned the city below as she flew, keeping herself intangible just in case. Everything seemed peaceful for the most part, but then she managed to catch something out of the ordinary. A pick-up truck was speeding its way down the streets, ignoring each and every sign in its way. From what she could make out, two people were seated in the back and there was at least one other in the car itself, the one with such disregard for traffic laws.

"Not the kind of crime I was expecting but," Ochako rasped before diving down after the truck. She stopped in the air just above and now she had a better look at the two in the back. Both of them were geared up like professionals, each wearing bulletproof vests and armor pads on the exposed joints. One of them had a visor over his head that reminded Ochako of a Marvel hero while the other had what looked like two metal towers jutting out of his back that almost resembled larger electricity towers. He was also wearing a welder's mask over his face.

Considering the gear, Ochako immediately realized what she'd found by complete accident. A villain team on its way to its next heist. That was assuming, of course, that Ochako just let them.

Ochako flew above the car, and followed them to their destination- the back of some old, abandoned factory. "Now, we play the waiting game."

Ochako watched the two villains hop out of the front half of the car. "I swear, you drive so horribly-" The electric tower guy said. "You know how sensitive these things are. How do you make a smooth road feel like a bumpy one!?"

"Hey, screw you, Mr. Sensitive! You know I barely passed my driver's test." The other huffed. "Besides, it ain't even my car. I treat it how I like."

"I'm sorry, what did you say about my car?" A new voice said, walking up to his cronies.

"Ohhh, you dissed the car in front of him. Bad move," the one in the visor smirked.

"Oh screw you, Infra," the driver called back. He was dressed much like the others with a bulletproof vest, but he also sported a pair of ringed gauntlets around his hands that honestly looked like Tesla coils.

"These guys look like they can all manipulate energy," Ochako noted, as the last person got out of the car and he was pretty unremarkable. Scrawny, with an average build. The armor looked too big on him.

"He's the only kid with them. That's weird." Ochako said. What on Earth is he doing with a gang like this? Is he a runaway?

"Well, if you're all done bickering, I've found our next target. Gonna be a bit trickier on the security system, but that just means we'll need a bigger generator," the leader said.

"Boss, you know I have limits," the tower guy said, "You could fr-"

"I know what could happen. Which is why we'll be going from below instead of above."

"Ohhhh, one of those classics, drill into the vault from the sewer kinda jobs. Very heist movie," Infra quipped.

"Thank you, I've been watching a lot of those on Netflix." The leader beamed.

"But, why's the kid here?" The tower guy asked. "He hasn't really pulled his weight recently-"

"Shut the hell up." The kid hissed.

"Yeesh, someone's cranky. What, is it past your bedtime?" Infra taunted.

"Leave him alone," the leader ordered, "He's still the new guy. And if memory serves, none of you started your careers as master thieves now did you? Not all of us can be the Peerless Thief."

"Yeah, yeah." Infra huffed. "Listen, Tachyon. This kid's useless unless he gets hit. What, you're gonna use him as a human shield?"

"He just needs a boost." Tachyon insisted. "That's all. You've seen him once he gets going."

"Yeah, but he can only get started if things go south," the tower villain countered.

"Not unless one of you give him a little jolt first."

"Let's just get this done with. I'm just here to be a distraction." The boy frowned.

Ochako huffed. Alright, time to make my move then. She activated the Omnitrix, and scrolled to a certain icon. "Here we go." Ochako slapped down the Omnitrix, as purple crystals coated her body.

Her form became more rock-like with a head made entirely from that unique purple crystal. This form was a bit odder than usual because, unlike a form like Four Arms, the vision here actually became a bit more limited. Ochako was now only seeing with a single eye in this form, which was admittedly a little disorienting at first. After a few blinks to get used to it, she was ready to take the fight to them as Chromastone.

Ochako leapt from the roof of the building and landed on the ground. She shook the earth when she landed.

"S-shit! It's Ben 10k!" Infra yelled. "Where the hell did he-"

"Doesn't matter, FRY 'IM!" the tower villain yelled. Arcs of electricity sparked between the two towers on his back before the energy rushed down his arms and into his hands. He pulled his arms back before thrusting them forward again, releasing a storm of lightning at Ochako.

Ochako stood perfectly still, as she absorbed the lightning. Her body could absorb all forms of energy, no matter the intensity. Ochako yawned.

"That all you got?" Ochako joked.

"The hell?" The tower villain asked, looking at his hands.

"That did more for him than you! He's lit up like a neon sign!" Infra said. Oh, that explains it. Infra, infrared. The visor was probably a support item so he could see normally.

Ochako walked forward, whistling to herself. This seemed like something Ben would do in a situation like this, right? It seemed to be freaking out the group.

"You need to hit them HARDER! With some REAL energy!" Tachyon insisted.

The tesla-coil like gauntlets on his hands began to hum with energy. The rings themselves began to rotate around his arms, faster and faster as they built up a charge of blue energy. Said energy coalesced in his hands before he began firing out a barrage of tachyon-infused blasts. Chromastone was easily able to deal with that, redirecting each blast to pepper the truck, absolutely wrecking it.

"What?! Oh come on, not the truck!" Tachyon yelled.

"Whoops," Ochako shrugged. "Now, are YOU the criminals responsible for a recent string of robberies?"

"M-maybe!" Infra huffed.

"I'm going to recommend that you surrender peacefully and I won't have to use this." Ochako pointed her fist at the group.

"You wouldn't." Tachyon grinned.

Chromastone held up her fists. "I would, actually."

"Good to know." Tachyon said, as he rushed at Ochako.

Ochako fired off the beam and at just the right time, Tachyon dodged out of the way. Pylo and Infra dove out of the way as well, leaving the only target standing...to be the youngest of the group, the one they never actually addressed by name.

"POTENTIAL! YOU'RE UP!"

The teen didn't even move when the electricity reached his chest and his eyes began to shine. His hair had become white, and his demeanor had become manic.

Tachyon smirked at the sight.

"Thanks for charging 'im up, 10K. Seeing how that form lets you make all kinds of light shows. How about you take a step back and watch one for a change?" the villain chuckled. Pylon and Infra knew the plan, they just needed to let Potential take all of 10K's attention.

Potential! Aka, Kono Akio! Quirk: Energy Build Up. When they come into contact with energy, they grow stronger, quicker, and more durable! The time limit on their power up is decided by how much 'juice' he took in.

"I've NEVER felt all this power before." Potential said, his hair getting more and more unruly.

"Right. Good on you, buddy. Why don't you use all that power and shatter the walking chandelier over there? We'll meet up after you win!" Tachyon said, before he, Pylon and Infra made a break for it. Ochako was about to race after them, cutting off their escape, before Potential raced over and intercepted her. With energy surrounding his fist, he landed two quick strikes to Ochako's chest, followed up by a kick to her head that actually knocked her off her feet.

She may have miscalculated a bit here.

Ochako fell to the ground, as Potential grabbed her chest. "Let's see how durable you are, Ben 10k!"

Ochako grabbed onto his arm and tried to absorb the energy back, but Potential laughed. "Sorry, dude. Once this energy is in me, there's no way to get it out."

That made Ochako's single eye widen in shock. Potential smirked and began to pummel who he thought was Ben 10K. At first the punches were coming in at a normal speed, but each strike got faster and faster. All that energy inside Potential was boosting him beyond what even he thought possible with his Quirk. Yeah, Tachyon and Pylo had each charged him up before, but never together. And never with a third, even stronger energy thrown into the mix.

Ochako cursed herself- she kicked the boy off of her. Potential flipped through the air, and landed on his feet.

"Come on, hero- that the best a walking chandelier can do?" He mocked. This was not the same 'stick in the mud' that was cursing out his teammates earlier. This was a boy filled with confidence and the power to act with it. Ochako slapped down the Omnitrix, and morphed into a newer, smaller form.

"Echo Echo!" She yelled.

"Huh. That's supposed to be impressive?" Potential scoffed.

"Not at first," Ochako said, before she began to copy herself. Before Potential's eyes, one small alien turned into seven.

"Here goes," one of the copies muttered before they all took a deep breath.

"Surround SOUND!" the copies all said in sync before unleashing a combined sonic screech at Potential. The villain covered his ears and recoiled from the soundwaves, trying to keep himself steady. It took him a few minutes, but he did manage to at least get stable footing. He risked more damage to his ear by uncovering one and taking aim at the clones. With a sweep of his arm, Potential sent out an arc of energy that slammed into all seven Echo Echo clones and sent them flying.

"Shit, that's gonna be ringing in the morning," Potential cursed, shaking his head a bit from the attack.

The clones he'd hit had all dissipated. Ochako's eyes squinted. Okay, that did something- maybe I just need to overwhelm him with some more sound.

Ochako sent out a few more clones after him.

Potential just rolled his eyes and let energy charge up in his hands. Some of the copies managed to get off bursts of sound on him, but they never lasted for long. The villain managed to fire off powerful blasts of energy, sometimes even catching the clones before they could even open their mouths.

"It's not hard to figure out your game with these things, y'know!" Potential called out, mockingly.

"I know!" A voice from behind him yelled.

Potential spun around him to see a single Echo Echo on the roof. Ochako immediately split into a dozen copies, and unleashed ANOTHER devastating sound attack.

The sonics slammed into Potential, knocking him back, wrecking the ground around him as well. Once again, he was forced to endure the assault on his hearing. With all the energy he'd taken in, he didn't need to worry about running out. With a yell, Potential held out both hands and just started firing blindly in Ochako's direction. Clone or building, he didn't care what he hit. He'd win either way, if he knocked out or killed 10K or just brought the building down under them.

The clones ducked for cover. Ochako watched the energy strike their surroundings, as she took a few deep breaths.

"It's weird- that energy feels more 'physical'. Maybe it's like a solidification of that stockpiled energy?" Ochako asked herself. "I don't think Chromastone could absorb it...and I can't really use it, either. Not without somehow powering himself up again!"

"Come on, 10K! That's not it, is it?!" Potential taunted, keeping up his barrage.

Ochako hoped that maybe the energy was more suited to ranged combat than close quarters. He did manage to pummel Chromastone, but could he physically overcome Four Arms? Only way to find out. She dove for cover and adjusted the dial before slamming down on the Omnitrix.

Ochako leaped off of the building, and struck the ground. The impact was enough to shake the Earth.

"That's NOT all," Ochako said, teeth grit.

"Shit. Alright then," Potential smirked, charging up his hands again, "Hand to hand then."

Ochako began her attacks with a powerful lunging punch to Potential's face. Potential was sent flying into the wall of a building, and he quickly recovered. He tackled Ochako at full speed, and began rushing her with some hard hitting punches.

Four Arms was able to tank the hits well enough, but even Tetramands had their limits. Ochako managed to catch one of Potential's strikes with one fist, and with two others she landed a powerful uppercut to the villain's chin. She followed it up with her own barrage of punches, but not as many actually landed. Aided with his energy, Potential dodged and wove between the strikes.

Tetramand's arm speed could only go so far- on average, they could punch up to 100 times a minute if well trained. Ochako was still a rookie, and could only put out a quarter of that. Potential exceeded her speed, and could probably surpass a strike from a well trained one too.

Potential lunged forward and slammed his fist into the enemy's face, yelling. "THUNDER WING!" He shouted, and behind his back, a pair of wings briefly emerged.

The wings crackled and sparked with energy, but instead of using them to fly and get away, he had both constructs slam into Ochako from the side. The impact echoed out like thunder, shocking Ochako to the point where she had to let go, the pain was just too much to deal with.

Potential smashed both of his palms into the ground, enveloped by a frightening blue aura. Ochako was thrown against the side of a building as a result of the aura's tremendous shock wave.

Potential scoffed. "And they call you a pro."

Potential walked over, as he started to hear a beeping noise. Ochako was timing out, and she was too weak to stand back up, or hide. Potential was now staring down at Ochako's weakened body.

"What the hell is this?"

Ochako's eyes widened in shock. Her mind began racing; Potential just saw her time out. Was this how the secret got out? One bad case?! No, it couldn't end like this, she wouldn't let it. Uravity got back to her feet and got ready to fight. After all, Potential knew about Ben's moves, but not her own.

Ochako weakly put all five fingers on a piece of concrete and tossed it at Potential with what little strength she had left. The concrete smashed against Potential's face. He yelled, holding his bloodied nose. Ochako weakly pulled herself up, and tried to sneak away.

"WHERE THE HELL DO YOU THINK YOU'RE GOING!?" Potential yelled. Ochako flinched, as she tried to use her quirk on herself.

Not much left. Ochako thought to herself. She placed a hand on her arm and focused on her Quirk. She wasn't going to activate it outright, she had a new plan to use here. Energy blast impacts echoed behind her, telling her that Potential was still on her trail.

"Come on, move!" Ochako yelled at herself. Her body felt weird, almost numb inside. Maybe that was from all the blows she'd taken, or something else. Ochako could hear Potential rushing at her.

"Thunder..." Potential started, both energy wings once again appearing from his back.

"Please work!" Ochako pleaded with her Quirk.

"WING!" the energy villain yelled, bringing both wings forward with a resounding thunderclap. He expected to see Ochako stunned on the ground or thrown halfway across the warehouse yard, but he didn't see any trace of her. "The hell?"

Ochako's remaining energy had been devoted to her jumping over an attack- and she was now 'hovering' into the air.

"What the?" Ochako asked herself, a small 'second wind' coming in.

"How the…so, it's not just the watch?!" Potential yelled, actually taken by surprise by that. And surprise meant he wasn't paying attention! With that opening, Ochako was able to push herself off of a nearby wall and propel herself away from Potential.

Ochako drifted aimlessly in the air until landing on the earth. Ochako limped away. What the heck happened to my body? What is causing my Gravity to be so off?

There was once a theory by a professor, his name long lost to time at this point. He'd been at the birth of quirks, and was curious on how he spurred it on. Humanity had already been given a skill that imbued them with powers, called a semblance. The professor wondered if there was a link between a quirk and a semblance.

A Quirk is a special, superhuman ability an individual can possess. A Semblance is the manifestation of one's soul as an ability unique to each individual, with the effects varying greatly from user to user.

He theorized that the quirk was the person's semblance 'naturalized' into one's body- an evolution of what defined a semblance.

It was very possible that Ochako's quirk was responding to the desire of her soul…

Ochako huffed and shook her head. "I'm not in zero gravity, but I'm feeling really floaty right now. I only have to avoid his attacks." Ochako grit her teeth. With the exception of that shock wave attack and the energy barrage, I don't believe he has that many long-ranged attacks. I can take advantage of that and run!

And run she did. Though Potential wasn't stunned for long, quickly giving chase. Energy was gathering up in his hands again, ready to blast Ochako the minute he laid eyes on her.

"Floating, looking like 10K. Maybe an illusion Quirk?" Potential thought to himself as he rounded a corner, ready to open fire, only to find no one.

Ochako had jumped up in the air- even a small jump was enough to send her above the roofs of the buildings. She quietly descended atop one and covered her mouth to hide her deep breaths.

Oh, my God. Is this how Deku feels after a battle with someone? Ochako thought. Her chest felt like there had been a hole punched all the way through it, and her legs felt wobbly and weak.

"Where are you?!" Potential muttered, moving aside debris that littered that warehouse yard. He knocked over barrels, toppled stacks of pipes, trying to clear out anything that could be used as a hiding place.

Ochako took a deep breath, as she hobbled away. She looked down at her Omnitrix. Still not enough charge to transform. Ochako was praying for a miracle, when-

"HEY! POTENTIAL!"

Ochako heard the voice of the boss ring out.

"What?!" Potential yelled back.

"You coming or what?!"

Potential looked around, energy still flaring up inside him. The glow from his hands died down before he turned and ran back to regroup with the others.

Saved by a villain, even if it was an accident. Ironic.

Ochako limped over, to see Tachyon looking at the damage Potential caused. "Damn, kid- remind me to bump up YOUR cut of the dough." Tachyon grinned.

"Yeah, about that." Potential frowned, looking at his hands. "Things changed. I want ALL of the money now."

Tachyon looked at him like he was crazy. "W-what?!"

"What did you just say, you little shit?" Infra hissed.

"You're kidding. This is some joke and we all missed the punchline," Pylon added.

"Does it look like I'm joking?" Potential shot back.

"No, which makes me wonder if you got hit too hard in the damn head."

"Maybe I should show you how hard they hit," Potential said.

In a second, Potential had rushed over to Pylon, and unleashed a powerful punch into his gut. The impact was almost strong enough to pierce the skin.

Pylon doubled over from the hit, trying to talk or even cough, but all the air was just punched out of his lungs.

"Pylon!" Infra called out, pulling out dual pistols and taking aim at Potential.

Potential just snapped his fingers. A shockwave immediately shattered Infra's goggles. "Whoops."

Infra yelled, as he dropped his pistols. "A-ah! My goggles! I-I can't see without my goggles!"

"You ungrateful little bastard," Tachyon growled. He was about to charge up his own energy blasts, but quickly remembered that would just make him stronger. The energy boss quickly scrambled for one of Infra's dropped pistols and picked up. He took aim and pulled the trigger a few times.

Potential dodged the bullets with ease and grabbed the gun.

"Lemme borrow this for a second." Potential said, ripping it from his boss's hand. He pointed it at Tachyon and grinned. "Give me the money."

Tachyon didn't respond, too stunned at how easily Potential had stolen the gun. The kid had always gotten something of a boost when charged up, but nothing like this.

"I'd rather die." Tachyon hissed.

Potential cocked the gun. Tachyon growled. "But not like this." Tachyon slid the bags of money off to Potential.

"Thanks." Potential said.

He then destroyed the money with one burst of energy.

"WHAT THE HELL?!" Tachyon yelled, "You know how much that was worth!"

"Yeah. And I know how much you idiots were gonna stiff me. So, I'm stiffing you." Potential said, stomping out the fire.

"So that's it, huh? Sure, a bit rough every now and then, but enough to kill us over? Didn't think you had it in you."

"Didn't think I had it in me?! I've only been with you guys a year and I started to regret joining your group halfway! I should've gone solo, I just didn't realize it back then. Now I get it. Plus, taking out other villains might boost my own rep."

Potential broke the gun he was holding, and dropped it before Tachyon. "I'll let you guys survive, just to see how far I can climb." Potential's eyes then darted over to the building that Ochako was hiding in. "And as for you, faker."

Ochako tried to get away-

Potential charged at the building, and charged up a powerful attack. "THUNDER WING DEMOLITION!"

Tachyon dove out of the way, scrambling for cover. Potential brought back his two energy swings and flapped them, only instead of slamming them together, a massive energy arc fired out and sliced through the building below Ochako.

Ochako couldn't jump away in time- the building began to crumble and fall, as Potential laughed.

"Sorry, hero- I have places to BE!" Potential yelled, as he rushed off.

Soon, the building fell beneath her. Somehow, Tachyon had gotten through that relatively unscathed. He'd lost track of Infra in the commotion and Pylon.

...and Ochako was left under a bit of rubble. Ochako mumbled for help. Her body was aching like crazy.

Her watch was beeping.

...

"I got you, kid."

That was the last thing Ochako heard before blacking out.


Ochako awoke with a small soreness in her body. Her eyes weakly opened. Two figures hovered above her, staring at her. "She's coming to…" A female voice said.

"Oh, thank God." A male voice said- Ochako recognized it.

"Ben?"

Her eyes focused- Ben was in her apartment, alongside another woman. Her skin was copper brown, her muscles toned from the gymnastics she added to her fighting style. Her mid-length red hair shone violet in the light and was in stylishly tousled waves. She had noticeable cheekbones in her heart-shaped face, and her violet lipstick matched her eye color perfectly. She wore a white lab coat over a red shirt and navy blue pants with converse.

"Easy, kid." The woman said, calming Ochako. "You took some nasty blows. You're lucky we have the tech to patch you up." Ochako looked down to see the doctor was stitching up a pretty nasty wound on her leg.

"Who's she?" Ochako asked.

"This is Ari North, a personal friend of mine. She's a doctor, and a damn good one." Ben said.

"I'm like Recovery Girl on crack," Ari joked. "She has NOTHING on me."

Ochako looked around. "How did I get back to my apartment?"

"Simple. The Omnitrix distress signal went out. Detected you got injured pretty badly, so I came and scooped you up." Ben said. "Guess you had a rougher battle than intended, didn't you?"

"Kind of." Ochako huffed. "I was able to find the crooks. I used Chromastone, took some of their energy attacks. Then they had this one kid with an energy empowerment quirk take a supercharged blow. He thrashed a bunch of my aliens- I tried to overwhelm him with Echo Echo, physically manhandle him with Four Arms…I was only able to get away because of my Quirk, but even then. I didn't get far."

"You did what you could." Ben said, pulling up a cushion for him to sit on. "Don't blame yourself."

Ochako seemed sad. "I disappointed you, Mr. Tennyson. I wasn't even the one who took out the other crooks; Potential did it all by himself."

"I see," Ben replied as Ari completed stitching up a part of her body. "So you're going to let that worry you?"

"Huh?"

"Are you going to let one loss affect you, or are you going to do something about it?" Ben's voice was stern but sympathetic. He didn't sound disappointed, though.

"I've been at this game for a long time, kid," Ben said. "I've learned every lesson there is to know about being a hero, and I'll be damned if I don't pass on my wisdom. I'm not telling you this to tell you about what I've done."

Ochako's eyes lit up.

"I've been this close to quitting before, and I know exactly how you feel. This is a roadblock. You have two options. Are you going to pout when you're brought down a level? Or are you going to stand back up, and try over and over again until you get that result?"

Ochako stood back up, a hardened look on her face. The expression spoke the words Ben was looking for.

Yes.

Ben gave a small smile.

"You're over prepared for being a dad," Ari said.

"Hey, better than not being prepared at all, like some Pros I could name but won't out of courtesy," Ben said.

Halfway across the city, Endeavor had just finished taking down a crew of robbers, before he sneezed. Why did he feel like someone was talking about him behind his back?

"I'm lucky I don't have school tomorrow." Ochako huffed. "I think I'm just gonna rest for a good portion of tomorrow."

"Sounds good," Ben 10k nodded. "You're lucky you don't have any broken bones. Hell, you're lucky you didn't break anything. You were just really beat up..."

Ochako looked down at her hands, and hummed. "It was something I did with my quirk...like, I was so focused on getting away that I only pressed a few fingers on myself..."

"What are you saying? You found a new way to use your quirk?" Ari asked.

"Potentially. Hand me something," Ochako said.

Ben pulled out his phone, and handed it to Ochako. Ochako focused her attention on the phone, and placed her thumb, index and middle finger on it. She lightly tossed it up...and the phone slowly floated up. Ben raised an eyebrow.

"You didn't remove all the gravity...looks like you just took some of it away," Ben said, as he watched the phone drift back into Ochako's hand.

"That could be useful if I ever get a second chance at Potential," Ochako said, "Uh, Potential's the villain name for the guy with the energy enhancing Quirk. There were three more."

"Two unaccounted for then," Ari said, "When Ben found you, he also found another energy Quirk user on the ground. Called in the medics and they were able to get him stable. If we're being honest, he got lucky."

"What happened to the other two members?" Ochako asked. "One of them got hit pretty hard in the chest, and the other was blind as a bat because Potential destroyed his goggles."

"Yeesh." Ben frowned. "That's harsh."

"No sign of them. Does explain the wrecked support item we found on the scene though," Ari explained, "Made as a general lifestyle support item for those with eye-related Quirks. From Detnerat, I think the company was called. Could track the owner through them."

"They could have a record of who bought them...they did seem especially made for someone like him." Ben hummed.

"Potential said something about taking down other villains...I don't think he was influenced by Stain, but still. This guy's crazy powerful." Ochako said. "And he soaks up energy like a sponge."

"Energy absorption, able to manipulate said energy into blasts and limited constructs, and he wants to make a name for himself. Sounds like he's about to make things very busy for Pros. Unless we stop him before he gets a chance to start," Ari sighed.

"Alright. Two goals then," Ben began, "We need to figure out who he could be going after and we need to find the guy who bought that visor. We find him, we find their boss, we find out more about this guy. Might be something we're missing, something we could use to convince him to come quietly. Bit of a long shot, but worth it."

"Just keep me posted for a bit." Ochako said, as she lied back down. "My body just ACHES all over."

"Don't worry. Just rest up," Ben said. "Gimme a text when you wake up, and I'll pick up some breakfast for you."

Ochako gave Ben a thumbs up as she lay there, waiting for sleep to claim her. If she could sleep for days right now, she would.

Ochako closed her eyes again, and was out like a light.

"You certainly chose the right person for the job. She's like you and Ruby were put in a blender and spat out this thing." Ari joked.

"Not wrong. Only thing missing is either a red or green color scheme for the costume," Ben chuckled.

"UA is elevating these kids to higher levels at quite the accelerated pace." Ari said. "Pushing themselves above their limits and everything- like that crazy kid at the sports festival. You know the one, right?"

Ari looked over at Ben, who was looking out the window.

"Remember how we took care of everything back then?" Ben huffed. "Like, how we were left to deal with everything the past generations couldn't?"

"Of course," Ari said.

"We did a good job of taking care of all of it, right? So the present could have this peace?" Ben asked.

"I'd say so, yeah," Ari answered, "There won't be a Vilgax coming around to crash one of her classes, if that's what you mean."

"And there won't be a Salem. Or a Malware. Or a Maltruant." Ben said, looking down at his hand. "I'm just scared for some reason."

"It's the League. Isn't it?" Ari said.

"A bit, yeah," Ben admitted, "Something's got me thinking that everything the League's done so far is just the start. Like they've just been doing test runs for the Nomu. One at USJ, then three in Hosu."

"You're scared about him."

"What if...Toshi didn't kill him?" Ben asked. "We never saw a body."

"Even if he's still out there, with the condition he must be in, there's no way he could make a mo-"

"Ari, we don't know what kind of Quirks he has. For all we know, he fixed himself up the day after."

"Even if he did, he'd be up and running the next day." Ari pointed out. "That's just the sort of man he was..."

"Maybe. But he's smart. Getting things back on track the day after would give himself away. He'd want to lay low...right?"

"We'll just have to take it day by day." Ben said, turning into Ghostfreak. "Keep watch over her for a while longer, okay?"

Ari nodded, as Ben left.


A few hours later, Ochako woke up. That rest was just what she needed. She still felt a little sore, but it was manageable, nothing too bad. Ari wasn't in the room with her, probably dealing with another patient or she got called away to deal with something. Either way, the hero-in-training stretched a bit before reaching for her phone, just to see if anyone had messaged her while she was out.

Ochako checked the time- 10 AM? Wow, that was a little earlier than she thought. Ochako sent Ben a text, as she scrolled through her messages. Emails, texts about homework from Mina, a cute cat video from Tooru and some message she dared not check from Mineta. Nothing out of the ordinary.

...until Izuku texted her.

She checked on it out of curiosity. Maybe it was a new video about All Might she hadn't seen yet. Surprisingly though, he was asking if they could hang out later. Usually the roles were reversed here. She'd be the one to send the text, but she didn't really think anything of it.

"Sure. When and where?" Ochako texted back, adding a thumbs up emoji at the end.

"Your place, around noon." Izuku sent back, almost immediately.

Ochako raised an eyebrow. Her place? Also a weird place to meet. There wasn't much here...

She hesitated a bit but sent back, "Sure." She didn't want to make it obvious she thought that was a bit weird.

There was a knock at her door. Ochako walked out of bed, and looked through the peephole. Ben had grabbed breakfast almost immediately- he carried a bag of Makku in his hands.

"Sleep well?" Ben asked.

"Yeah, actually. Still kinda sore, but nothing that won't fade later," Ochako answered, "Uh, hey. Need to ask real quick. We're not doing any patrols or anything around...noon-ish, are we?"

"No, not really." Ben said as he walked in. "You're not going out until night. Why?"

"Well...Midoryia texted me. He wanted to talk at my place about something." Ochako said. "I figure it's like tutoring or something. I dunno."

"Huh. From everything you said, sounds like someone would need to text him," Ben admitted.

"That's what I thought! Me or Iida are usually the ones to ask him to hang out."

Ben handed her a breakfast sandwich. "Well, whatever the case...if he asks why you're walking weird, just tell him you fell while you were practicing your quirk."

Ochako nodded, as she unwrapped the sandwich. "I can feel bad for lying, though."

"You trust him, yeah?" Ben asked, after unwrapping his own breakfast.

"Who, Midoryia? Of course I do!" Ochako affirmed.

"...give it a little more time and...I think you can tell him. I know it's been bugging you that you have this secret and no one knows about it. You understand the reason, but it's the real weight of it all that's starting to affect you. Right?"

"Yeah. It's getting hard to excuse missing out on stuff." Ochako said. "I'm lucky that guy didn't unmask me last night, or else he'd recognize me as someone from the sport's festival."

"That helmet doesn't come off easily. Only comes off when YOU want it to come off...or the suit is broken," Ben shrugged, as he munched on a hashbrown.

"Yeah. Full props to you and your team on that," Ochako said, starting on her breakfast sandwich.

"They work hard. They made Ruby's hero outfit, and it defines her PERFECTLY." Ben snickered.

"Hey. In the case that...my secret identity IS revealed...what's the plan there?" Ochako asked.

"Ah...worst case scenario. Well...if that does end up happening, the first obstacle is gonna be the Safety Commission. You know how strict they can be when it comes to vigilantes. You ever heard of the Villain Factory?" Ben asked.

"Nope. Never." Ochako said.

"Long story short, they were in charge of producing a drug called Trigger, refining the formula and selling it to whoever was willing to pay. The entire organization got brought down by the pros. Unofficially, they were helped by three vigilantes. Of course, none of them had Hero Licenses, so the Commission couldn't actually endorse them. It'd be hypocritical of them, so they gently edited the vigilantes out of the story instead."

"Wow..." Ochako said. "Did they ever get the credit they deserved?"

"In a way, yeah." Ben nodded. "I know one of them is a fantastic sidekick...heard he took over Ingenium's agency."

"Wait, he did?"

"Yeah. Got his license after all. The other two fell off the radar though, and the only who knows where they would be isn't saying. For the best though honestly. But, aside from that and if I manage to win over the commission, I guess I can see if I can submit my agency for your work study when that rolls around."

"That's alright...but, what about my family and friends?" Ochako asked. "What if someone goes after them?"

Ben looked visibly upset for a second after that question. He shook his head and returned to his normal self. "Believe me...I'd kill them before that happened."

Ochako wasn't blind, she definitely saw Ben's demeanor change when she first asked that.

"But, uh, yeah. Don't worry. If anything happens, I'll go up to bat for you." Ben said. "Just put it behind you."

Ochako accepted that answer. But the face Ben made unnerved her.

"I'm concerned about Potential and his powerup." Ben stated. "Didn't you say he was thinking about taking out random villains?"

"Yeah, to bolster his powers or whatever." Ochako nodded. "He wanted to maintain his power. But he's catching other crooks, right? He's basically acting as an anti-vigilante."

"Well, there's a distinction to be made between your vigilante and his vigilante. Those who attempt to take the law into their own hands endanger themselves. You've been trained, you're familiar with the field, and you've been in a difficult position once or twice. I'd feel comfortable with your vigilante career because you WILL be a hero one day." Ben stated.

"Yeah...I'll take the stage as Uravity in a few years, hopefully." Ochako nodded.

"The issue is that civilians are not educated to deal with the kinds of situations that we do. We are routinely trained and prepared to deal with these events. The vigilantes who do learn the ropes and become the heroes we look up to? Also perfectly fine. They're on the side of justice, but a loose cannon like him is dangerous." Ben said. "It's for his own personal gain. He can mess up months and months of careful preparation with other plans, prevent justice from being properly sought- with how you handled that mask guy and the Challenger, it's totally fine because you went by the book. But, if he punches a bit too hard..." Ben snapped his fingers."

"I don't know how long he can last, though. His powers weren't all that clear to begin with." Ochako stated.

"I don't think he knows either- from the footage I saw, he doesn't have a full grasp on what he can really do." Ben said.

"Footage?" Ochako repeated.

"Yeah- some footage leaked of you. Don't worry, it was just bits and pieces of 'Ben 10k' fighting Potential, and then you trying to get away." Ben reassured her. "His movements were all weird- He didn't know to move away from that concrete block you threw at his face, or that he needed to keep constantly moving. He never looked ready for anything either. Didn't have the 'elbows in, chin down' stance, never had a guard up...and most of all, the move names seemed...improvised."

"Yeah, they were pretty lame." Ochako nodded.

Ben crumpled his trash. "I need to get back to my patrol- I'll trade off with you around 6-ish, okay?"

Ochako nodded. "Okay! Keep me posted."

Ben transformed into Big Chill, and flew off.


With all the time on her hands, Ochako just got ready for her meet up with Midoriya. She still couldn't shake the feeling that something was off about this, though. Maybe Iida had just convinced him to ask first? That was probably it.

Time ticked away faster than she thought it would and soon, noon rolled around. A knock on the door got Ochako's attention and she went to open it, showing her green haired classmate.

"Happy Saturday," Ochako joked, as she invited Izuku inside.

"U-uh, yeah." Izuku said, as he stepped inside.

"So, what did you wanna talk about?" Ochako asked with a smile.

"...it's...kinda serious." Izuku said. Izuku pulled out the phone, which was playing back the footage of 'Spanner' from the previous night's meeting with Potential.

"Oh, new hero footage?" Ochako asked. Sure, she was playing it off, but internally, she was screaming at the top of her lungs.

"Last night, I...wanted to check out the footage of Ben 10k's new sidekick," Izuku stated. "I wanted to observe and understand their movements. Try to incorporate their moves into my fighting technique."

Ochako felt sweat drip down her brow. "A-alright. But what does this have to do with me-"

"Many of their moves were similar to yours." Izuku said, looking at the footage again. "The punches. The self defense moves. Even some of the evasion tactics…they were perfect mirrors to your own."

"J-just a coincidence-" Ochako lied.

"Please, Uraraka. Be honest with me: are you truly Ben 10's sidekick? If they discover this, they may expel you from UA!" Izuku pleaded.

The worry caused Ochako's gut to nearly implode. Her balance was off, her pupils shrank in panic, and she was shaking. Izuku put a hand on her shoulder, to try and support her. Ochako needed to take a deep breath…and she recalled Ben 10k's words.

"I said 'you can't tell anybody at first'. Someone's gonna put two and two together, especially if you start popping up in Musutafu after YOU just got done with your internship. I'd tell a few select people you trust…like that fingerbreaker kid."

Ochako's anxiety dissipated as she took a long, calm deep breath.

"Deku…can you keep a secret?"

"...yeah. I can try," Midoryia said.

Ochako rolled her sleeve up. "Mr. Tennyson did not just ask that I be his sidekick."

Izuku's eyes widened in surprise as he noticed the device.

"He asked me...to be his successor."

"He...he asked you to..." Midoriya stuttered, having flashbacks to a time before he got into U.A. To the day he was offered to be the successor to a hero himself, one that many people, Quirkless and Pro alike, looked up to. But he couldn't say. Not yet.

"That's...that's amazing!" Midoriya finally finished, immediately going into his usual over-analytical self, "How many of his forms do you have access to? Any of his big hitters like Way Big? Are there any forms that complement your own Quirk? For that matter, can you use your Quirk as an alien?"

Ochako was blushing. "Uh...well, I just have some of Ben 10k's classics and...um, I do have Gravattack...so I guess that compliments my powers?"

"Gravattack...oh! I think I've seen that one! He's the...oh what's the species called. I'm never good with remembering them..." Midoriya hummed in thought.

"He manipulates gravity- I'm sorry, you're taking this a lot better than I thought you would..." Ochako said. "Especially with how worried you were a few seconds ago..."

"Well...I was more worried about why you were doing this. After all, if anyone found out you were doing hero work without a license and still in courses," Midoriya began.

"I know, I know. And...you've also seen how some of the hero work's affected my grades," the gravity hero smiled sheepishly.

"They've gotten better, haven't they? From the recent test postings, you got around top 10 grades. That's worth something," Izuku pointed out.

"Thanks to you, Iida, and Momo."

"Does...does anyone else know?" Izuku asked.

"Just you and Ben 10k...he was to get someone able to nurse me back to health after that battle last night." Ochako patted one of her legs. "That was painful..."

"Oh...oh my god that's right! I was so focused on figuring it out! Are you ok?!"

"Better than last night, definitely," Ochako didn't mention how she didn't get the worst of it. Pylon was definitely the one who had that "honor."

"Can you...tell me everything that happened in full? How'd you get chosen?" Izuku asked. Ochako hesitated...but then, she sighed and realized maybe she should at least talk this out with someone.

"So, it started after the Stain incident..." Ochako said.


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