Hey guys. This is the 5th crossover I made, and before you say that there is nothing original about this crossover, read it before you judge it, there are 8 differences this has.

Ben has all of the aliens from the original series to Omniverse, except the scanned forms.

Ben's Omnitrix will allow him to transform up to 2 limbs into alien limbs.

Every time Ben transforms into an alien that is not in the original series, except Eye Guy, I will show a flashback on how he obtained that alien form.

Ben will have a little personality change.

Ben will always wear green fingerless gloves, because it looks cool.

Ben's harem won't include Yukari, because they will have a sibling relationship.

Ben's harem might be temporary, because my profile will have a poll on Ben's permanent girlfriend.

Ben and Gwen discovered their Anodite bloodline when they were 13.

Now that everything is settled, let's move onto the story.

Chapter 1: Hero Meets Vampire

(Japan, Countryside)

The sakura blossom road shined as Spring comes around the corner. A paved road went down the way as a mysterious bus drove through at 30 miles per hour. The wind picked up light garbage and blew it out of the road. The bus was peculiar in looks, as it uses an extra pair of wheels to drive. It's sign contains a Jack O' Lantern picture with the word STOP in the mouth. And the bus's grill on the front shapes like a toothy demonic grin.

(Inside the Bus)

The bus only contains two people. The driver was dressed in a professional bus driver's attire, a blue suit and hat. However, the bus driver's clothing seems torn in a few places, and it contains cobwebs and dust in the arm areas and the shoulders. The bus driver was very lanky and his posture was hunched over. The only visible features on his face are the thin brown mustache, and his mouth containing a big cigar that he uses to puff out smoke. The passenger in the back is a teenage boy at the age of fifteen years old, moderate height, Caucasian American, with short brown hair combed to the right, emerald green eyes and pale skin. His clothing covers his athletic, muscular body, making him look skinny. He was dressed in a white button up shirt with a red tie under a green jacket, along with a pair of khaki white pants and black-and-white sneakers and green fingerless gloves. He has a green duffel bag with black stripes on his right side. The most noticeable feature is that he wore a small green watch with a silver circle with a green hourglass symbol in black inside it. This boy is named Benjamin Kirby Tennyson, mostly known as Ben Tennyson. Ben had changed in the 5 years since he obtained the Omnitrix in that faithful summer. He used to be an egotistic 10-year-old boy that always fight first and ask questions never. His ego used to grow with every new alien he obtained, until the day he lost one of his personal favorite transformations, Feedback. That loss changed him for the greater good, preventing his ego from taking over and lets him think about the perfect transformation to use in a specific situation, like using Big Chill or Articguana to cool off a house fire, or XLR8 to catch bad guys in a high speed chase. The Omnitrix changed as well. It used to be a large black-and-white object that is difficult to hide, and used to make his transformations last 10 minutes. When he saved the Galvanic Mechamorphs from Malware in their first encounter, Azmuth upgraded the Omnitrix so the transformation will last 10 minutes for each birthday that passes. Because of that upgrade, Ben now can stay in Alien Form for an hour. When it upgraded itself into it's current form, it also unlocked a new function called Alien Limb Transformation, which allows him to either change a body part into one of his aliens', or gain new limbs. Take Four Arms' extra arms and Stinkfly's wings for example. When Ben used the Communication feature in the Omnitrix to inform Azmuth, he told Ben that the recalibration was his doing, because he was proud of the hero that wields his greatest creation. Azmuth also informed Ben that the Altered Limb Transformation feature was given to him so he could protect himself when the Omnitrix times out. Azmuth also informed Ben that he can only alter 2 limbs at a time, and gain new limbs 2 at a time. Ben sighed after remembering those good time before smiling at the window while watching the countryside pass him by.

'Way to go, Ben. You're on your way to becoming a high school student.' mentally cheered Ben before having a flashback.

Flashback

"Japan, huh?" asked Max as Ben approaches his grandfather, who is under the Rust Bucket, making some adjustments. Max stopped and got out from under the Rust Bucket, revealing himself. He is a heavyset man with short gray hair, wearing a red Hawaiian shirt with blue jeans and brown shoes. He has some weird tastes in food, but that is a minor flaw in his personality, which is wise and heroic. If he wasn't involved in Ben's heroic life, he might've ended up like Ben 23, Ben's counterpart from a parallel universe where Grandpa either died or mysteriously disappeared.

"I know." answered Ben, who is now wearing blue jeans, a black T-shirt, and a green jacket with white stripes and the number 10 on it's left side. He's still wearing the black-and-white sneakers and green fingerless gloves.

"I mean, they call me up to the office and state that I was selected for an exchange program to a school in Japan, never told me why." informed Ben.

"That's what I want to know too, You are a bright student, but not that bright." agreed an orange-haired girl in the same age as Ben. She is Caucasian, slender and slim with the same eyes as Ben, wearing black stockings, black high heels, a gray miniskirt that ended above her knees, a white button up shirt under a blue sweater with the sleeves rolled up to the elbows. She is Gwendolyn Tennyson, mostly known as Gwen Tennyson. She is Ben's cousin, sometimes mistaken for his twin sister because they share the same birthday. She is the brains of the group. She used to be bossy and annoying when they were 10, but she grew out of her 'possessive' phase when their Grandma Verdona visited them on their 13th birthday, and discovered that she and Ben are 25% Anodite. Verdona also told them that the reason only Gwen has powers is because she has the Spark of the Anodite, which allows the holder to tap into the Anodite DNA. Verdona also explained to them what mana is when Gwen asked her, wanting to know why the Omnitrix malfunctioned when they were 10.

(A/N: The Omnitrix Malfunction was in the movie, Ben 10: Destroy All Aliens)

"Well, don't be so sure. Japan is a hotbed of alien activity. It wouldn't surprise me if the Plumbers were involved with Ben's exchange." suggested Max before wiping the grease from his hands.

"Are you sure?" pondered Ben.

"Since when did Japan have alien activity?" asked Gwen suspiciously.

"Japan started having alien activity in the eighties when an invasion nearly occurred." answered Max.

"How was it possible that we missed it?" asked Ben.

"They started small underground and gave us a chance to get them away if one of the Plumbers managed to beat their champion." answered Max.

"Did you win?" asked Gwen, causing Max to chuckle.

"It wasn't me. It was one of the first alien Plumbers to join. If I remember correctly, it was a Segmentasapien." answered Max.

"What's a Segmentasapien?" asked Gwen.

"Bloxx's race." answered Ben.

"How do you know?" asked Gwen amazed.

"I've been studying my forms in the Alien Life-Form Database since I unlocked Gravattack." answered Ben with a smirk. Gwen stayed shock, so she decided to change the subject.

"So where is this school they're sending you to?" asked Gwen.

"Some place called Youkai Academy." answered Ben as he takes out the sheet the principle gave him from his jacket.

"Doesn't tell me where this place is, or anything else for that matter. Just where I can be picked up." added Ben.

"For good reason, Youkai is a school for non-humans only. They are very strict about that." informed Max.

"So it's a school for aliens?" asked Ben.

"No. The Plumbers have been keeping an eye on it from time to time long enough to confirm that the school is for both aliens and very old non-human species. The purpose of the Academy is to teach them to live in peace with humans without finding out who they are." answered Max.

"So what do they learn there?" asked Gwen.

"Everything we humans do." answered Max.

"But they also learn to interact with humans too. Lots of the students there has never seen any humans before." added Max before looking at Ben seriously.

"Still Ben, you have to be very careful there. No one can figure out about your human DNA. They retain the authority to actually kill humans who trespass there." warned Max.

"WHAT?!" shouted the cousins together.

"It's one of the only places where they can be safe and learn. They have the land, so that alone gives them the authority to do so." explained Max.

"What about my Anodite DNA? Shouldn't I count as a hybrid?" asked Ben.

"Unfortunately, without the Spark of the Anodite, they won't believe you count as a hybrid." answered Max.

"Don't worry, Ben. With the Omnitrix, you can convince them that you're a shape-shifter." assured Gwen as Ben sighed in relief.

"Gwen's right. You can blend in as a Super Doppelganger since you can transform your limbs or gain limbs from your forms." added Max.

"What's a Doppelganger?" asked Ben.

"When you get there, you'll find out. Now if you excuse me, I have an appointment with the shower." joked Max before he entered the Rustbucket.

End Flashback

"Hey, young man." said the bus driver in a voice that would make anyone's skin crawl, which made Ben turn to him.

"So... you are going to be a freshmen in Youkai Academy, eh?" asked the bus driver.

"Um, yeah." answered Ben uncertainly.

'So now he starts talking? Wonder what got him in the mood.' thought Ben before shrugging.

"Then you should better prepare yourself mentally. It's not exactly a school for the faint of heart." warned the bus driver.

"Please, if you seen what I had, you wouldn't underestimate my mental health." shrugged Ben. Unknown to him, the bus driver's eyes flashed an eerie yellow before he smirked. The bus entered a dark tunnel.

(Outside the Academy)

Once the bus exited the tunnel, it stopped close by, allowing Ben to get off with his backpack and duffel bag in hand before he surveyed the area around him. There was a grim sky and a scraggly forest in the view of the young Tennyson. Next to him was a scarecrow-like sign which said 'Yokai Akademi', which is Japanese for Youkai Academy. The nearby forest is leafless and dead. Behind the bus is a cliff which dropped into the ocean. The scenery and the Anodite/Human hybrid's nerves weren't helped by the various spiders, snakes and bones that littered the ground. Ben shrugged before speaking.

"Not the scariest place I've been, but this is definitely in the top 10." commented Ben before the bus driver chuckled to draw his attention.

"Just be careful, kiddo." warned the bus driver before he closed the doors, and then drove off, going back to the tunnel. Ben turned to the scenery before looking at the Omnitrix.

"I can just XLR8 the rest of the way, but that wouldn't be very wise." commented Ben, remembering Grandpa's advice about relying on the Omnitrix too much. He slung the bags over his shoulders before heading toward the only building in the distance. Maybe if he was lucky he would find someone who could tell him where to go.

(Few minutes later)

Traveling through the landscape was a little freaky. The place had a weird aura of fear around it, and Ben didn't care about it one bit. The scariest place he had been in is that circus where he first encountered Zombozo. He knew that students might like it here so he had no reason to complain. He noticed that numerous tombstones are littering around the scenery, making him wonder if there really were that many human intruders or if they were just there for looks. He also noticed the crows around the dead trees and shrugged it off. Unfortunately, the backpack and duffel bag's weight is wearing him down, tiring him out.

"Maybe going XLR8 wasn't such a bad idea." commented Ben, regretting his earlier decision.

"Look out!" cried out a female voice in Japanese. Ben dropped his stuff and turned around to notice a bicycle barreling toward him. Ben spread his arms before catching the wheel with his hands, stopping the bicycle. Ben gritted his teeth in pain before pulling his hands back and blew on them. Good thing he kept the fingerless gloves on, otherwise he would have massive burns on them.

"I didn't think it would sting that much." commented Ben as he continues to blow his hands to weaken the pain.

"I'm sorry, are you okay?" asked a soft female voice in Japanese. Ben turned to the bike's rider to yell until he saw who it was. The bike's rider is an 15-year-old Asian girl with alabaster skin, waist-length pink hair, aquamarine eyes, and a slim and slender body figure. She has the same school uniform on her, except the khaki pants are replaced with a short green plaid skirt. The most noticeable feature is that she has around her neck a leather choker that has a silver cross hanging from it and beads connecting from the chain to the choker. Ben stared at her in complete awe at her loveliness, but snapped out of it as he continues to blow on his hands to stop the pain.

"Don't worry. The pain will eventually wear off." answered Ben, glad for those Japanese language lessons in school before realization struck him.

"Wait a minute, why did you try to run me over?" asked Ben with his arms crossed.

"I'm sorry. I'm a little anemic so I sometimes have fainting spells." answered the girl before she saw something on Ben's fingerless glove.

"Oh no, you're bleeding." warned the girl as she points at Ben's hand. Ben uncrossed his arms before he removed his fingerless glove, showing a small stain of blood on his palm.

"Must've been from stopping your bike wheel." shrugged Ben. The girl handed him a handkerchief from her jacket to help clean the wound. Ben removed his other fingerless glove before taking the handkerchief and used it to clean the blood off. When Ben finished, he turned his attention to the girl, who already got off the bike.

"Thanks for the handkerchief, miss..." paused Ben as the girl slowly approaches him with a satisfied smile, appearing to be in a trance. Ben gulped before taking a step back.

"What are you doing?" asked Ben nervously before the girl became inches away from him. The girl leaned closer to him and looked into his eyes, as if she was in a daze.

"I'm sorry. It's just that you smell so nice." answered the girl.

"Uhhh, thanks." thanked Ben nervously. The girl sighed softly before tiptoeing.

"I'm sorry, but..." paused the girl before she wrapped her arms around Ben's neck and smiled, exposinga pair of fangs.

"I'm a vampire." finished the girl before she lunged her head back.

'Uh oh, got to think fast.' mentally panicked Ben before his neck turned to diamond, unnoticed by the girl until she bit down on it and backed away, holding her mouth in pain before the diamond uncovered Ben's neck.

"Why did you try to suck me dry?" asked Ben angrily, inwardly glad that Azmuth upgraded the Omnitrix for him. The girl let go of her mouth as soon as the pain relieved before she looked back at him embarrassed.

"I'm so sorry. (blushes in embarrassment.) It's just that your blood smelled so nice, and I couldn't help myself. I really am sorry." apologized the girl before Ben checked the place she tried to bite before sighing in relief.

'Good old Diamondhead cover.' thought Ben before he mentally patted himself on the back.

"Next time you try to suck someone's blood just because it smelled nice, you have to ask first, miss..." paused Ben, remembering that he didn't get the girl's name.

"My name is Moka Akashiya." introduced the girl with a bow.

"Name's Ben Tennyson." introduced Ben with a grin.

"Or is that Tennyson Ben over here? I forget." asked Ben nervously.

"You're foreign? Where are you from?" asked Moka, surprised about this fact.

"The United States of America, more specifically in a town named Bellwood." answered Ben.

"Wait a minute, are you an actual vampire?" asked Ben nervously. Moka nodded, and was about to speak until Ben spoke again.

"Then how come you can walk in broad daylight? Don't vampires turn to ash in the sunlight?" asked Ben suspiciously.

"Don't tell me you actually believe that stuff? That's not a vampire's weakness." answered Moka.

"Sorry. Just wanted to be sure." apologized Ben. Moka looked at him nervously before speaking.

"Do you hate vampires?" asked Moka before Ben cupped his chin in a thinking pose.

"To be honest, I don't hate vampires because I never met a real one. The last one I met was a Vampire Clown who feeds on people's laughter, so I don't hate the blood sucking type, because I only thought that they exist in horror films." answered Ben, recalling his encounters with Zombozo. Moka blinked, weirded out that Vampire Clowns exist, but she shook that aside before smiling.

"Well, we do exist, and I don't think we're like anything in those horror films. I'm living proof." said Moka before she looked at him hopefully.

"Do you want to be friends?" asked Moka.

"Of course we can be friends." answered Ben with a shrug.

"Really?!" gasped Moka in delight.

"That's great! I was so worried that I wouldn't know anyone here." admitted Moka.

"Hey, at least you're in your own country. I'm a long way from home, so having a friend is something good for a guy like me." admitted Ben with a grin.

"You're right!" agreed Moka with a nod. Ben is possibly the farthest student from his hometown, so he was in as much need of a friend as she was, possibly more.

(Youkai Academy Homeroom)

The duo had reached the Academy in 10 minutes. They had to separate because Moka had to park her bike somewhere and he needed to get to class fast. He was glad the package the Academy sent him also included a map of the Academy grounds.

"Okay! Welcome to Youkai Academy!" cheered the teacher. Ben had to admit that if he had a teacher like this back in his hometown when he was younger, he would try to compete for the spot of 'teacher's pet'. The homeroom teacher has short light brown hair, a white spaghetti strap top and a short brown skirt. She also wears a pair of glasses and her hair is styled in cat ears. Her eyes are either closed, or extremely narrowed. To top the features off, a light brown cat's tail is sticking out from her skirt.

'Talk about Cat Lady. I wonder what will happen if she ever meets Fasttrack or Rath.' thought Ben before he mentally chuckled.

'Or better yet, Wildmutt or Blitzwolfer.' thought Ben before he inwardly shuddered.

'Probably not a good idea to show her Ripjaws, Walkatrout, Spitter or Kickin Hawk.' thought Ben before the teacher spoke.

"I'll be your homeroom teacher this year, Miss Nekonome!" announced the cat teacher. Ben had to admit that the cheer might be contagious, because he was feeling ready to cheer.

"As everyone guessed, this is a school for monsters! Now, like it or not, humans run the world and we have to learn to coexist with them." explained Miss Nekonome.

'So that's what Grandpa meant by very old non-human species.' mentally realized Ben.

"That is the purpose of Youkai Academy, to coexist with the human world." added Miss Nekonome.

"But ma'am, can't we just eat the humans? I could start with the cute girls." growled one of the male students. Ben frowned and had to resist the urge to vomit at that comment. It was guys like him that gave non-human species a bad name They were also the reason that people were afraid of aliens, monsters, mutants, demons, etc. People like the guy who spoke overestimate their own species and pick on others because of it.

"That's silly. You won't be able to find any humans here! All of the teachers and students are monsters." sighed Miss Nekonome.

'At least no full humans.' thought Ben, realizing that the Anodite DNA wasn't useless after all.

"Which brings us to rule number one! You are not allowed to reveal your true forms to anyone! That includes teachers, students, janitors, etc. We are here to learn how to coexist with humans so please keep your true forms a secret." advised Miss Nekonome.

'Easy.' thought Ben with a grin. Normally, with the time limit on the Omnitrix, he would have a problem sometimes. Since the time limit is an hour and Ben never had to stay in Alien Form for that long, pretending to be a 'Doppelganger' is going to be a walk in the park. Ben's thoughts then drifted to the vampire girl he met, Moka Akashiya.

'I wonder if Moka is doing well in her class. She might be pretty popular in seconds.' thought Ben before the door opened up.

"I'm sorry! I got lost after the ceremony and well... I'm sorry I'm late." apologized a familiar voice.

"That's okay, just take a seat anywhere." assured Miss Nekonome. Ben looked at the opened door and his eyes widened in shock. It was the girl he was thinking about, Moka Akashiya herself. She nodded before strolling the classroom, catching her breath, possibly because she ran around the school tirelessly. All of the boys in the room (except for Ben) seemed to drop into trances as they watch her try to find a desk.

"That bubblegum hair..." started an unknown male voice.

"Those aquamarine eyes..." continued a different male voice.

"That gorgeous body..." drooled another male voice.

"No way that's a disguise, she's just too..." paused the started voice.

"BEAUTIFUL!" cried out the collected boys. The only one who wasn't was Ben, and he covered his ears to prevent those compliments from giving him any dirty thoughts. As soon as the crowd died down, Ben uncovered his ears and weakly chuckled. Apparently Moka is going to be as popular as he thought. He never doubted Moka's popularity progress. Ben decided to be more of a friend as Moka came closer.

"Hey, Moka. I didn't expect to see you in my class." smiled Ben.

"Huh? Ben?" asked Moka as she turned to the person who addressed her. She made a huge smile when she recognized the person's face.

"Oh Ben! It's you!" announced Moka as she leaps toward him. Ben stood up from his seat and caught her shoulders, stopping her attempted hug.

"Moka, we're in the middle of class, so don't try to make a scene again, okay?" asked Ben. Moka blinked before looking around the classroom, noticing the boys sending glares toward Ben from behind, and the girls smiling at her. She looked back to Ben and nodded before sitting in a desk next to his own. Ben sat back in his chair sent his own glare toward the male students, getting them to stop their own before Miss Nekonome continued the class.

(Youkai Academy Hallway)

"Wow! This place is so clean!" complimented Moka as she looks around the hallway. After class, Moka had wanted to explore the school and explain to Ben how some things in Japanese school worked. She wasn't sure how much he knew about the school system in Japan so she insisted on explaining things to him. Ben was quick to learn that Moka is way stronger than she looks. Moka is also an architecture fan, because she loved the way that new and old buildings are built. Ben also learned that Moka's charm is possibly limitless because every male student they pass drop their jaws and bulge their eyes out. Thanks to Gwen and Grandpa's training, Ben could also hear their whispers. They were either gawking over how cute Moka was or were crossing their fingers and hoping that Ben and Moka aren't dating, due to their distance. Ben told Moka that he didn't want to attract too much attention due to the fact that every male student is falling for her. Moka agreed with him before they started exploring the Academy. If Grandpa Max hadn't warned him about the way some Japanese people reacted to foreigners, Ben would have to face an army of monsters, larger than Vilgax's robot army. The duo sooned stopped walking when they approached a vending machine. Ben got himself a canned smoothie while Moka got a can of tomato juice. They told each other that they loved their selected choices.

"So how do you like Youkai Academy?" asked Moka.

"It's a whole lot different from the schools where I come from. We have book lockers, not shoe lockers." answered Ben before he leaned back.

"So, do you like it?" asked Moka.

"What's not to like? Life is all about new experiences. That's what my Grandpa Max always said." answered Ben.

"You and your Grandpa must be really close." complimented Moka.

"We are. I want to be just like him. It was 5 years ago that I really began to respect him." admitted Ben.

"Why?" asked Moka curiously.

"It's a pretty long story." answered Ben, not wanting to spend the rest of the day sharing his backstory.

"You speak Japanese really well." noted Moka.

"I have Gwen to thank for that." smiled Ben.

"Gwen?" asked Moka, in a hidden angry tone.

"My cousin. We couldn't stand each other when we were kids, but we get along pretty well now." answered Ben. Moka envied Ben. He is close with his family, unlike herself. She really wished her family is like Ben's, because they sounded like good people. While they were talking, a brunette with a lip piercing came around the corner and leaned against the wall behind Moka.

"Hey, babe. Moka Akashiya, right? Man, looks like I'm not the only one who thinks you're cute." complimented the boy. The duo turned to him. Unknown to the two monsters, Ben is currently glaring at the boy.

'That's the guy who talked about eating humans.' mentally realized Ben.

"Uh, thanks, mister..." paused Moka, realizing she didn't get the boy's name.

"Oh, I'm sorry. The name's Saizou. I'm one of your classmates." introduced the boy with a grin.

"Oh, um, good to meet you, I suppose." said Moka nervously.

"I'm sure. By the way.." paused Saizou with a grin before he reached out and suddenly grabbed Ben by the collar of his jacket. Moka gasped in shock while Ben rolled his eyes, not impressed by the other teen's strength.

"Why is a girl like you hanging out with a complete wimp like this?" insulted Saizou. Ben is really starting to hate this guy. Ben gritted his teeth before he double-kicked Saizou in the gut, pushing him away and making him let go of Ben. Ben rubbed the wrinkles out of his jacket before glaring at Saizou.

"That was a rookie mistake, because I'm pretty sure the lady doesn't appreciate the gesture, so back off." threatened Ben.

"You want to make something of it, gaijin?" glared Saizou.

"What if I do?" replied Ben. Ben officially hated this guy now. If there's one thing in the world that he hate the most, that's bullies, because they always pick on people weaker than them. Ben had stood up for himself for years. He could stare Vilgax in the eye without even blinking. Regardless of the species, Saizou is like every other typical bully Ben had to put up with. Moka immediately got in between the glaring contest.

"I'm sorry, but we're in a hurry! Bye!" apologized Moka before she grabbed Ben's arm, dragging the protesting American away. They took refuge in one of the smaller hallways before Moka took a moment to catch her breathe and Ben tried to smooth his uniform out. Ben was also taking deep breathes to calm himself down.

"Woo! That was scary! Weren't you scared at all?" asked Moka concernly.

"Are you kidding me? Out of all the scary moments I had, that was like a raindrop in a lake." grinned Ben.

"Not to mention, bullies are what I hate the most in the world." added Ben, recalling how JT and Cash would bully him until he stood up for himself when he was 11.

"Well, that was really nice of you. Thank you!" thanked Moka.

"No problem. I would do it again in a heartbeat. No one messes with my friend and gets away with it." replied Ben, causing Moka to smile brightly.

"Still, I don't want my only friend to get in trouble." said Moka.

"How can I be your only friend? With how popular you got, I thought you would have a mob of friends." asked Ben confused. Moka giggled and took a step toward Ben with a slight blush.

"Well, I'm not that good at making friends." admitted Moka.

"Really?" asked Ben before realization struck him.

"Let me guess. The reason is because you suck blood from every person you tried to be friends with." deadpanned Ben, causing Moka to nod and chuckle nervously. They decided to drop the subject and headed toward the exit, dealing with some of Moka's fans, and Ben's so-called competition.

(Youkai Academy Exit)

"By the way, Ben, what kind of monster are you?" asked Moka as soon as the duo exited the building.

"Isn't that against the rules?" reminded Ben.

"Oh, I forgot! But you already know that I'm a vampire, so I thought it would be alright." replied Moka nervously.

"I'm a little more complex." said Ben, not wanting to ask her what a Doppelganger is so his cover would get blown.

"And you don't look that much like a vampire to me." added Ben.

"Oh, that's because of this seal." explained Moka before she pointed at the silver cross.

"If it gets taken off, I can get really scary." added Moka.

'Kind of like Ghostfreak's second skin.' mentally compared Ben, remembering his encounters with Zs'Skayr.

(A/N: Ben discovered Ghostfreak's real name when Gwen said it in the Omniverse episode, From Hedorium to Eternity)

"So Ben, where did you go to school anyway?" asked Moka.

"Bellwood Academy, back at my hometown." answered Ben.

"So you went to school in the human world?" asked Moka, trying to confirm his answer.

"If you mean I went to school with humans, then yes." answered Ben with a nod.

"Oh. Well I think human schools are the worst." huffed Moka.

"All through middle school, everyone ignored me. They made fun of me and told me that monsters and stuff don't exist. Eventually, I thought it would be better if I really didn't exist. I just hate humans." admitted Moka. Ben flinched for a moment, feeling like the Forever Knights shot him in the heart.

"Hey, hold on there. Some humans may be jerks but they're not all bad." defended Ben, remembering his alien allies.

"Huh? How can you be so sure that not all humans are bad?" asked Moka.

"Because I'm part human." answered Ben before he put a hand over his mouth.

"Smooth move, Tennyson." mumbled Ben sarcastically.

"Wha-? You? Human?" asked Moka in shock, ignoring that he said part. Ben nodded before turning his back and headed away from her.

"Ben?" asked Moka, still recovering from shock.

"I'll see you later." answered Ben as he disappears in the midst of the trees. Moka's shoulders slumped before her eyes looked down the ground.

(The Academy Bus Stop)

"Oh, just great. That was a good move, Ben. Blab out your secret in order to defend your own species." commented Ben sarcastically as he continues walking toward the bus stop. Ben stopped and looked at the bus schedule.

"The bus doesn't come in different times, but in different days?" complained Ben before he looked at the Omnitrix.

"Maybe if I go XLR8 or Fasttrack, I'll be able to return home." said Ben. Before he had a chance to activate the Omnitrix, a sudden shriek filled the air.

"MOKA!" cried out Ben, recognizing that voice.

(The Academy Forest)

Moka had been crying after Ben had run off. Moka had said such a horrible thing to Ben. She forgot that Ben said he is part human. Being part human or full didn't matter to Moka, because all she ever wanted was a real friend. When she heard footsteps, she spun around, expecting to see Ben, only to see Saizou.

"Hey, babe, miss me?" grinned Saizou perversely. Before Moka knew it, Saizou lunged forward and grabbed her by the arm. She shrieked and struggled against his grip, but Saizou is much stronger than her in her disguise. When Saizou pulled her deeper into the forest, he threw Moka against a few tombstones before shedding his jacket.

"Sorry." snickered Saizou before his body started to swell and his teeth sharpened.

"I can never seem to hold my disguise when I get riled up." informed Saizou. Moka trembled in fear as Saizou's body grew ridges and his muscles bulged, making Moka easily recognize his species. Saizou is really an orc, a mean creature that never bow down to anyone.

"Hey, we're all monsters here, so give me a kiss." snickered Saizou as he reaches out to Moka with his large hand.

"NOOOOOOOO!" cried out Moka in fear.

"Hey! Ugly!" insulted a voice Saizou did not want to hear. Saizou looked up and saw Ben a few yards away from him.

"Get your hands off Moka!" demanded Ben.

"Hmph! And what is some gaijin going to do about it? I heard American monsters are so weak anyway!" insulted Saizou.

"Don't believe everything you hear. Last warning, let Moka go!" threatened Ben. Saizou retaliated by picking up a tombstone and throwing it at Ben. Ben's legs turned into green grasshopper legs with a green film connecting the leg joints and legs before he jumped out of the tombstone's way. He landed between Saizou and Moka before Saizou threw another tombstone at him, forcing him to jump straight up to avoid the attack. Ben's legs turned to normal before he activated the Omnitrix and found a holographic image of a strange insectoid.

"Going hero!" shouted Ben before he pressed the dial, creating a green flash of light that forced Saizou and Moka to shield their eyes until it died down and a landing sound occurred. When they unshielded their eyes, they stared at the new figure in shock. Standing in Ben's place is a green figure that greatly resembles a mix between a grasshopper and a praying mantis with significantly large hind limbs. He has a green film connected to his leg joints and legs. He has a large green horn and wears green overalls with black stripes all over. He has the Omnitrix symbol on his stomach.

"Crashhopper!" shouted the newly transformed Ben.

FLASHBACK OF HOW HE OBTAINED THIS FORM

The Rustbucket is currently in front of Dr. Animo and his mutant frog, in a desert.

"You won't get away from me this time, Ben Tennyson!" gloated Dr. Animo as his frog croaks. The Rustbucket door opens to reveal a 10-year-old Ben Tennyson that is wearing a white t-shirt with a black stripe on each sleeve and on the front. On the boy's left wrist is the Omnitrix before it recalibrated. Ben stepped out of the R.V before turning to Animo with a mischievous grin.

"Alright, Animo... " started Ben before he pressed a button on the Omnitrix, making the dial pop up.

"It's time to go hero!" cried out Ben before he slammed the Omnitrix, creating a green flash. When the flash died down, it revealed Crashhopper, except the black is replaced with white. Ben looked at his arms in amazement.

"Wow, another new alien? That's cool!" commented Crashhoper before the Mutant Frog leapt at him. Crashhopper closed his eyes and jumped back. When he opened his eyes, he noticed the massive distance between him and the mutant frog he made from a single leap.

"Wow, sweet." commented Crashhopper before he leapt at the mutant frog and head-butted it away, dropping Animo in the process. Before Animo could get up, Crashhopper put a foot on his chest.

"Face it, Animo, nobody messes with... " paused Crashhopper before he put a hand under his chin in a thinking pose, deciding what to name the new alien until he snapped his fingers.

"Crashhopper!" finished Crashhopper before Animo groaned in defeat.

(A/N: This took place in the ending of Ben 10: Destroy All Aliens)

FLASHBACK END

"What the heck?!" shouted Saizou in shock. Moka gaped in complete amazement at what she is looking at. She couldn't believe that Ben was capable of changing his form like that. Then again, Ben did say that he was only part human, but she never seen this insect-based humanoid before.

"Hmph!" grunted Saizou as he turns away from Moka.

"So you aren't the wuss I took you for. Don't know what the heck you are, but I'm not going to allow you to mess with my fun." roared Saizou before he charged with his muscled arms raised. Crashhopper grinned before he leaned down and leapt at the charging orc, head-butting his gut, pushing him towards a tree. He leapt away to see Saizou get up with grunts.

"Give up yet?" asked Crashhopper with a smirk.

"No way!" answered Saizou before he charged at Crashhopper. Crashhopper jumped away, but Saizou caught his leg and threw him toward several tombstones.

"Ow!" groaned Crashhopper before he shook his head and glared at Saizou.

"Alright, time to get serious!" cried out Crashhopper.

"Ben!" cried out Moka as she dashed toward his side.

"Moka, what are you doing here? You should get away from here! This is dangerous!" warned Crashhopper.

"I don't care! I just don't want you to get hurt!" cried Moka.

"Sorry, Moka.. " started Crashhopper as he starts to get up.

"But a hero's got to do what a hero's got to do!" finished Crashhopper as he was getting up. His left hand missed it's grip, grabbing Moka's rosario instead. Oblivious to it, Crashhopper removed it cleanly.

"Huh?" blinked Crashhopper as he looks at the rosario in his hand.

"Uh-oh!" gasped Crashhopper as Moka becomes engulfed in a dark aura. Crashhopper covered his eyes from the aura and peaked through his fingers to see the transformation. What he witnessed was freaky to say the least. Her hair turned silver, and her fangs became more visible. Her body also seemed to fill out. As Moka seemed to become more aware, Crashhopper can see that her eyes had become red and slitted.

"It can't be! The aura, those red eyes, the S-Class monster! The vampire!" gasped Saizou in fear.

"Oh, you're in big trouble now!" grinned Crashhopper.

'Yeah, definitely like Ghostfreak's second skin.' mentally noted Crashhopper.

"Hmm, how interesting!" purred Inner Moka as she takes in the sight of Crashhopper.

"I've never seen a monster like you before. An American Monster?" asked Inner Moka.

"Well, I'm not from around here, that's for sure." answered Crashhopper.

"You want to finish what we started?" asked Crashhopper as he points at Saizou.

"Of course! I want payback for what he did to us!" answered Inner Moka as she stretches her limbs.

"This might be a decent workout." noted Inner Moka before she fake yawned.

"Now come on, orc. Didn't you want to give me a kiss?" taunted Inner Moka.

"Don't mock me!" roared Saizou before he lunged at Inner Moka. Saizou threw a punch at Inner Moka. Inner Moka reached out and stopped his punch with her palm.

"Urk!" grunted Saizou as he took a step back.

"No way!" gaped Crashhopper

"What's wrong? Didn't you want to give me a kiss?" asked Inner Moka mockingly.

"Typical. All size, no strength." insulted Inner Moka before she kicked Saizou's head, sending him through the forest until he hit a tree and fell into unconsciousness.

"Wow, she might be able to take on Vilgax without breaking a sweat." commented Crashhopper as Inner Moka approaches the fallen orc.

"Know your place." growled Inner Moka. When she heard a landing sound, she turned to see Crashhopper offering her rosario to her. She crossed her arms and slightly frowned.

"You have 10 seconds to explain what you did." threatened Inner Moka.

"Well, you see, I transformed into a-" started Crashhopper until Inner Moka interrupted.

"Not what you did in the fight. I meant your transformation. I've seen this form before on the news in the human world." interrupted Inner Moka. Crashhopper figured that she watches T.V in the human world, and learned that it's not what the people made that caused Moka to hate them, but what they did. Crashhopper sighed before slapping the Omnitrix symbol on the stomach, changing back to normal.

"When I said that I'm part human, I meant that I'm 75% human and 25% Anodite. Believe it or not, Anodites are alien energy beings." explained Ben raised his arm before pulling his sleeve to reveal the Omnitrix.

"The watch-like device I'm wearing is called the Omnitrix. Believe it or not, it's a piece of alien technology. It allows the wearer to change his/her DNA into any alien they want and use the aliens' abilities." explained Ben before Inner Moka cups her chin in a thinking pose.

"That would explain why it shares the same symbol with the other forms I've seen on the news." noted Inner Moka before Ben nodded. Inner Moka grabbed her rosario before she glared at Ben.

"Thank you for making the choice to watch over my other side. Don't screw up." warned Inner Moka before she reattached the rosario. In a pink flash, the Moka Ben knew replaced Inner Moka before she started to fall asleep. Ben caught her before sighing.

"I have the strangest friends in the universe." said Ben.

(One hour later)

"So all of those aliens I saw on the news were you?" asked Moka in shock. Ben and Moka are currently hanging out in a crop of tombstones. When they got there, Ben explained about how he found the Omnitrix and told her about his Anodite DNA. Ben also told her about how the Omnitrix recalibrated and how he got into the Academy.

"Yeah. I've been saving the world, sometimes the universe, ever since I was 10. The one I used is Crashhopper, one of my insect-based transformations." answered Ben.

"Can I see the others?" asked Moka curiously.

"Sorry, but it's getting late, and I don't have enough time to show you them all." answered Ben. Moka pouted before crossing her arms.

"I'll show you them tomorrow." said Ben before he walked toward his dorm. Moka waved good-bye before she walked toward her own dorm, glad that their friendship had been fixed.

(The Next Day)

Ben arrived at school in high spirits. While walking through the gates, he didn't notice a certain pink-haired vampire tiptoeing behind him.

"Ben!" shouted Moka as Ben turns before Moka lunges at him and then grabs onto him before biting his neck.

CHU!

"Ack!" exclaimed Ben as Moka begins to drain him. When Moka stopped, she pulled back before cupping her cheeks with a blush.

"THAT IS THE BEST BLOOD I HAVE EVER TASTED!" shouted Moka, causing Ben to sweat drop. Looks like his days in Youkai Academy won't be so boring after all.

And done. Before you ask any questions, Ben never removed the Omnitrix. Unlike the other fanfictions, mine will show flashbacks on how he obtained the transformations instead of Omnitrix Encyclopedias. If you have any questions, ask them in the review, because starting in the next chapter, this fanfiction will have Q&A sections.