Disclaimer: Ben 10 and Bleach do not belong to me.

I apologize if this chapter might have come out a little choppy. I was just so glad to finally be finished writing it. Now that I'm getting back in the game, I'll improve on the next chapters.

Loly's Revenge Part 2

Although Ulquiorra said he would get in contact with Orihime, Ben actually had a better idea. Why not go and visit Urahara in person? They could easily get to Karakura Town and back using the Rustbucket III. It would save a lot of time and Ben felt better discussing this in person with the shop owner as soon as possible. The others agreed it was a good course of action. So right now, Ben, Kevin, Gwen, Ben's girls and Ulquiorra were on the Rustbucket III, making its way to Karakura Town. The others stayed behind to keep on eye on Bellwood in Ben's absence.

As an added bonus, Ben was able to use the Rustbucket's communications system to reach Azmuth and see what he thought of his idea.

...

"Out of the question!" Azmuth barked through the communications screen. He said it so abruptly that Ben physically recoiled.

"But Azmuth…" Ben started to argue.

"Ben Tennyson, I know you have good intentions with this idea of yours," Azmuth said in a calmer tone. "But tampering with the evolutionary process of any species is dangerous. Why do you think I was against the evolution feature Albedo put on the Ultimatrix?"

"Why?" Apacci asked in surprise. "It makes Ben's aliens more powerful."

"Forcing evolution is tampering with the natural order," Azmuth explained. "And tampering with the natural order is something I do not condone."

"What about the dead walking among the living?" Kevin asked smartly, earning him various irritated looks from some of the company.

"Well," Azmuth paused as he noticed all the Arrancar had their eyes on him. "I've never really dabbled with the dead, especially beings like Arrancar and Shinigami. I suppose as long as they do nothing to upset the balance of nature, then I have little to say against them."

"Nice save," Kevin chuckled, earning him a glare by Gwen.

"But it's for a good cause," Mila Rose argued, deciding to focus on the discussion at hand. "With the Hollows evolving into Arrancar, they won't be hungry for souls anymore."

Granted, they could get the same result if they fed Hollows the fruits from that garden Ben made, but nobody was certain if eating the fruit, even large amounts of it, could guarantee Arrancar.

Azmuth took this information in. Despite having spent his time with Urahara, the brilliant Galvan knew little to nothing about Hollows, Arrancar, and Shinigami.

"And also," Nelliel said, "Arrancar do not need to feed on souls like Hollows do. If we can evolve the Hollows, Soul Society will have an easier time guiding souls to the afterlife without fear of them being devoured."

"In fact," Harribel realized,"If any Shinigami fails to aid a soul and that soul becomes a Hollow, we can turn that Hollow into an Arrancar and prevent them from rampaging."

"Newborn Hollows are weaker than Menos," Ulquiorra added. "We would have no trouble in keeping them in line."

Of course, there was the thought of them simply keeping newborn Hollows subdued until the Shinigami showed up to purify them. When slain by a Shinigami, Hollows would be purified and their souls sent to Soul Society. But nobody knew what would happen if an Arrancar was slain by a Shinigami. Would they be purified too?

Azmuth scratched his beard-like whiskers as he pondered. "Yes, this is all very true. However, it saddens me that Soul Society is not more diligent in their duties. If they were, then maybe Hollows wouldn't exist to begin with. Err…no offense meant to present company."

Well, some of the Arrancar were offended, particularly Harribel's Fraccion. Even Ben, Gwen, and Kevin were annoyed with Azmuth for saying such a thing. However, some of the more sensible Arrancar were used to people thinking so lowly of them so they didn't allow it to bother them. And Azmuth did have a very reasonable point. It kind of was the Shinigamis' fault, since the reason souls became Hollows was because nobody was there to help them cross over.

"But it seems we're getting a little off-track," Azmuth said. "Now, I do see the benefits in this plan of yours. However, I'm still against this."

Ben groaned. "What's the big deal, Azmuth? How can there be anything wrong with this?"

"Well for one thing, simply evolving the Hollows into Arrancar will not solve all your problems," Azmuth said. "You may have taken away their hunger for souls, but there still exists the possibility they will remain hostile."

The Arrancar all shared a look. Azmuth had a good point here too. Plenty of Arrancar maintained their savage nature despite their evolution. Most of the deceased Espada were prime examples of that.

"We all maintained our personalities when we evolved into Arrancar. " Nelliel explained. "If any Arrancar are hostile, it's probably because they were like that to begin with."

"And how do you know some of these Arrancar will not decide to cause trouble?" Azmuth asked. "I'm well aware that Hollows become stronger when they evolve. How do you know that you won't end up creating Arrancar more powerful that you?"

Okay, now Azmuth had a really good point right there. While Nelliel, Harribel and Ulquiorra were confident in their abilities, the possibility of an Arrancar more powerful than them, however slim, still existed. However, Ulquiorra had an ace up his sleeve: his Segunda Etapa form. Which reminded him, he still needed to teach it to the others. And Azmuth's concern about more powerful Arrancar was an additional motivation to teach them ASAP.

"We will make sure to be prepared in the slight chance such an event will happen," Ulquiorra answered. Though most of his allies were aware of his second form and Azmuth was a great help to them, Ulquiorra wasn't obliged to just blab his secrets to the Galvan.

Azmuth started to see he was in a bit of a tight spot. "Well then, you plan on evolving almost every Hollow in Hueco Mundo. How do we know that this mass evolution will not disrupt the balance of life and death?"

"Aizen displayed no such concern," Ulquiorra pointed out.

Nelliel and Harribel nodded at this. Aizen never displayed any concern over evolving numerous Hollows and they were certain he would've informed the Espada of something as serious as disrupting balance.

Azmuth said nothing now. He just stood there, looking at his feet. At least that's what Ben thought. As small as Azmuth was, the screen didn't show his full body.

"Your concerns are understandable," Ulquiorra went on, "But rather misguided. Perhaps this 'forced evolution' would be ill-advised for most species, but you must realize that Hollows are not like other species. A good example is our comrades, Coyote Starrk and Lilynette Gingerback. They were originally the same Hollow who evolved naturally but split into two separate beings."

This certainly caught Azmuth's attention. He was used to species having the ability to separate themselves, but that was a naturally ability, not because of an individual's personal evolution.

"In fact," Harribel added, "One could compare our evolutionary process more akin to metamorphosis than conventional evolution. Like a caterpillar building up on nutrients, forming a cocoon, and emerging as a butterfly after spending time pupating. Basically Ben is proposing a way to skip the nutrient loading process, since it's harmful to spirits."

Azmuth cupped his chin.

"I see more pros than cons about this," Nelliel said. "I think helping the Hollows become Arrancar would be better than allowing them to try it naturally."

Azmuth said nothing. At first everyone thought he was going to shoot down the idea. Finally he looked up at them.

"Well, considering my knowledge of Hollows is strictly lacking, perhaps I was a bit hasty in refusing this idea."

Ben smiled like he was just told a new Smoothie flavor or Sumo Slammers game had just been released. "Does this mean…?"

"We will discuss whether or not this is a wise course of action with Urahara first," Azmuth told Ben sternly. "After all, I will require his knowledge of Hollows before making any sort of plan."

Ben shrugged. It was good enough for him. All he had to do was hope Urahara was more enthusiastic about this and could convince Azmuth to help.

"And if I am to discuss things with Urahara," Azmuth continued, "It would better for me to do so in person." Suddenly the communications screen went blank. Nobody had time to wonder what had happened when suddenly a light began forming on top of the console. Once the light cleared, Azmuth stood for all to see.

"We're almost at Karakura Town now," Kevin announced. "I'm preparing for a landing."

"It'll be great to see Ichigo again," Ben said with a smile.

"Not to mention Chad, Uryu… and Orihime," Kevin looked at Ulquiorra when he said this. Ulquiorra simply closed his eyes at Kevin's implications. Kevin merely grinned at that.

"Think Ben's as popular in Karakura Town as he is in America?" Nelliel asked.

"We'll sure find out," Gwen said. Putting up with the fans in Bellwood had been tolerable since they had calmed down. Dealing with fresh new fans? Oh boy.

Ben looked outside the Rustbucket III to get a better view of their surroundings. He could make out Urahara's shop coming up.

"Uh… where exactly are we gonna park this thing?" Apacci asked.

"Uh… good question," Kevin replied.

Ulquiorra sighed. "You didn't have a landing destination in mind before you departed?"

"Hey, get off my back. Blame Ben. It was his idea to head out ASAP."

Ben glared at Kevin, though he knew it pretty much was his fault for not planning better before taking off.

Kevin brought up a map on the computer. It showed the layout of Karakura Town. He zoomed the map in for more details.

"Looks like the park is our best bet," He said to the others. "But we better be prepared in case some authorities show up."

The others all nodded in understanding. Ben never really used his reputation to earn favors, but maybe he could use it now to get the authorities to cut them some slack. Provided that he was well-liked here.

As Kevin piloted the plane over to the park, Ulquiorra's mind flashed back to when he and Yammy first encountered Ichigo and his comrades. How ironic that they would be reuniting in such a spot.

Soon the Rustbucket III landed. Ben looked outside and he could see that they had already attracted a pretty sizable crowd. No sign of Ichigo or anyone Ben was familiar. But he was certain it was just a matter of time with all the commotion they were causing.

Nelliel noticed the exasperated look on her boyfriend's face and smiled. "You certainly know how to make an entrance, Ben."

"Not like I meant to," Ben grumbled, pinching the bridge of his nose.

"Come on, Tennyson," Kevin grinned as he activated the walkway. "Your public awaits."

Scowling deeply at Kevin, Ben got up from his seat. The others were already up out of their seats and descending. Bracing himself for anything, Ben followed suit. Kevin quickly punched in some commands for security measures and went to join everyone else.

Yep, a pretty decent crowd had gathered and was still growing. Several onlookers had phones out, taking a picture of the Rustbucket III, though some were also including its passengers. Just then one girl spotted Ben and gasped.

"It's Ben 10!" she exclaimed. This got the spectators attention. Soon they all started taking pictures of Ben and getting all wound up.

"Ben 10, over here!"

"I can't believe it's him!"

"You're so cool!"

"Do you really turn into aliens?"

"Can you turn into one for us?!"

Apacci smirked. "Well, at least we know you're popular here too."

Ben just grinned sheepishly. Soon the spectators all began begging him to show one of his aliens. Deciding he might as well make their day, he activated the Ultimatrix, reached the alien he was searching for, and slammed the dial down. Four Arms stood for all to see. The crowd went wild and taking even more pictures. Four Arms began flexing his muscles for extra effect and the crowd was eating it up. Several fans were even fainting from the excitement. Next thing Four Arms knew, they all started gathering around him for autographs. Good thing he had four arms.

"I don't think we'll need to worry about finding Urahara," Gwen said, shaking her head at Ben's adoring fans. "With any luck, he'll find us."

"I just noticed something," Mila Rose realized. "You two help Ben out lots of times. How come you guys aren't as popular as Ben is?"

"Jimmy did admit he left Kevin and Gwen out of his videos to focus more on Ben." Sung-Sun explained to the others.

Of course Sung-Sun would know this, due to tutoring Jimmy.

Kevin snorted. "Sure we can't turn into a whole bunch of aliens like Ben can," he put his hand on the ground and immediately became covered in stone, "But we get by." Several people noticed Kevin's transformation and began taking pictures of him too. Kevin grinned at this and started posing as well.

Personally Gwen was fine without all the fame and attention. Despite what some people thought, her life was pretty hectic without suffering the hardships of being a celebrity.

"What the… Ben? Kevin? Gwen? Ulquiorra?"

The gang all turned toward the sound of the voice. Four Arms smiled at a certain orange-haired companion staring at him.

"Ichigo!" Four Arms beamed. "Nice to see ya again."

Immediately the residents of Karakura Town stared back and forth between Ichigo and Four Arms in shock. The town delinquent was familiar with Ben 10?

"Tennyson-kun!"

Four Arms spotted Orihime running towards them. "Hey, Orihime!"

Kevin smirked at Ulquiorra. "Here's Orihime, Ulquiorra. Got anything to say to her?"

Ulquiorra didn't even bother justifying that with a response. While Kevin was quite sharp and more knowledgeable than he let on, the boy had a strange habit of being ridiculously immature when teasing his friends and allies.

Orihime tackled Four Arms in a hug, though her arms couldn't quite wrap around his torso.

"Oh, Tennyson-kun," she gushed. "It's so great to see you." She smiled at the whole group. "It's so great to see all of you!"

"Same here, Orihime," Gwen said. "How have you been?"

"We've been great!" Orihime was radiating like the sun at seeing all her old friends again. "But… what brings all of you here?"

"That's what I'd like to know," Ichigo said, scratching his head. "Did you guys come here just to visit us?"

"That would be nice," Kevin said, suddenly becoming serious. "But we're here for other reasons. We need to speak with Urahara."

Well that certainly caught Ichigo and Orihime's attention. "Why?" asked another voice. Everyone turned to see Chad standing with Ichigo and Orihime. How in the world had they missed him?

"I believe it's best if we wait until we're with Urahara to discuss this," Azmuth said. He had decided to stay on the RB III (A/N: Getting kinda tired of saying RustBucket III over and over again) at the moment. He had rolled his rather large eyes at Ben's reaction to his fans, but he knew deep down that Ben wasn't as obsessed with the attention as before. Then Ichigo and Orihime showed up. Azmuth remembered them from the Winter War and saw this as progress.

"Azmuth-san!" Orihime smiled. She bowed respectfully. "Hello again."

Azmuth smiled. At least the girl had good manners. "Hello again, my dear." He ignored the numerous humans who were now taking pictures of him.

"What is it you need to talk to Urahara?" Ichigo asked the Galvan.

"You'll see when we get there," Four Arms said, before he turned back into Ben. "Can you show us where the way to Urahara's shop?"

"Yeah, sure," Ichigo said. "Just follow us."

Pleased with this turn of events, Ben's group immediately followed Ichigo, Chad, and Orihime as they led them to Urahara's shop. Meanwhile, with all these newfound developments, the residents of Karakura Town were buzzing with excitement. Ooooh, Ben was going to have an interesting stay in Karakura Town.

...

As the group made their way, they chatted together. Needless to say, the Karakura gang were quite happy to see their friends again. Even Ichigo had a light smile on his face, it had been so long since they last hung out. Orihime was pelting them with questions over what they had been doing. Nelliel, who seemed rather fond of Orihime, answered. The orange-haired girl was like a kid in a candy store the way her face lit up as Nelliel told them all about their adventures. Chad was silent though he too was smiling.

"So, Ichigo," Ben said. "How have you guys been?"

"Pretty quiet, all things considered," Ichigo said, scratching his cheek. "Aside from the occasional Hollows wrecking havoc, nothing major." He cast a nervous glance over at the Arrancar, worried that they might be upset by what he just said.

"Hollows need to be kept in check," Ulquiorra said nonchalantly. "If you're afraid of offending us by dealing with them, you're not."

That did ease Ichigo's nerves somewhat.

"Heh" Ben threw his arms behind his head. "You're lucky. Unfortunately, a hero's work is never done."

"Really?" Kevin teased. "Seems to me you've spent more time with your girlfriends than doing hero work."

Ben glared at him.

"So you all finally hooked up?" Ichigo asked. Nelliel was beaming happily, Mila Rose and Apacci were smirking, while Harribel and Sung-Sun had small but content smiles. Ben's own grin clinched it.

"That's wonderful!" Orihime cheered. "I'm so happy for all of you!"

As they continued walking, the majority of the group started recognizing their surroundings. They were getting closer.

"How has Urahara been doing?" Ben asked.

"Err…I'm not really sure," Ichigo admitted. "I haven't had a reason to drop by and see him. But I'm pretty sure if something was up, he'd probably tell us."

Ben shrugged. "Fair enough." He wondered if Yoruichi was here. He knew about her coming and going to check up on him back in Bellwood, but hadn't seen her around lately.

Soon enough, the gang reached Urahara's shop. It was just as they remembered it.

"You'd think he'd renovate the place," Kevin commented.

"I think it's nice," Orihime said. "It has a lot of charm and character to it compared to all the other buildings in Karakura Town."

"If you say so," Kevin muttered at Orihime's energetic response.

"It's rather… quaint," Azmuth said. He had been here before, that time he and Urahara worked together on increasing the internal space in Ben's home, but it still boggled him as to how such a brilliant man would have such meager accommodations.

As the gang made their way towards the shop, the door slid open. None other than Urahara himself was standing before them.

"My, my," Urahara said, bringing his fan to his face. "I have quite a lot of visitors today."

Ben smiled. "Hey, Urahara."

"Tennyson-san!" Urahara chuckled. "And you've brought your girlfriends with you too."

"We're here too," Kevin grumbled in annoyance.

"Ah, hello, Levin-san. Nice to see you," Urahara teased, causing Kevin's eye to twitch before he focused on Gwen. "And hello to you too, Gwen-chan."

"Hello, Urahara-san," Gwen responded, giving a bow of politeness.

"We have something important we need to discuss," Ulquiorra said. "May we come inside?"

Urahara looked over at Ulquiorra now. Though no one could see his face behind his fan, everyone felt the atmosphere suddenly become serious.

"I suspected this was important, considering how so many of you are here. Particularly you and Azmuth, Ulquiorra." Urahara snapped his fan shut. "Come inside."

"Err…" Ichigo looked at the group, looking like he wanted to ask what was going on.

"Can Ichigo, Orihime, and Chad come with us?" Ben asked. "I think they have a right to know about this too."

"If you think they should hear it, then by all means," Urahara told him.

"Come on," Ben told the Karakura trio. Everyone started filing into the shop.

"Where's Ginta, Ururu, Tessai, and Yoruichi?" Ben asked, looking around the store.

"Tessai is having Ginta and Ururu move somethings in storage," Urahara explained. "As for Yoruichi…"

"Why, Ben," A sultry voice as Ben felt a familiar sensation on his back, "You missed me? I wouldn't want to make your girlfriends jealous now."

Ben sighed. "Hello, Yoruichi."

Sure enough, it was the Goddess of Flash, who had her breasts pressed up behind the hero. Ben's girlfriends all gave Yoruichi various looks of irritation. Sure they knew she was just teasing, but still…

"Bored of me already, Ben?" Yoruichi smirked, pulling away and standing in front of him. "Though I suppose it's understandable, considering…" She shot a playful look at the five Arrancar girls.

"So," Urahara said, sitting down at his table. "What is it you wish to discuss with me?"

The others all sat down as well.

"It's like this," Ben said once everyone was settled. "I think I found a way to evolve Hollows."

This caught Urahara and Yoruichi by surprise. It had been awhile since this topic was discuss that they honestly thought Ben had given up.

"What is your idea?" Yoruichi asked.

"Urahara is the expert on Hollows, Azmuth is the expert on the Ultimatrix," Ben said. "I figured the two of you could work together to adjust it so that it can evolve Hollows."

Urahara had to admit that he was quite impressed. While the details needed to be fleshed out some, it was a simple yet brilliant plan. In fact…why had no one thought of this before?

"I was originally against the idea," Azmuth said. "Assuming Hollows were too much like every other species in the universe. But seeing as how they are clearly not, I wanted to hear what an expert on them would say about this."

Urahara smiled. Working with the Galvan had been quite a treat and the Shinigami couldn't deny he had been hoping to work with Azmuth again.

But onto the matter at hand. So Ben was hoping he and Azmuth could make the Ultimatrix evolve Arrancar? Well, it would certainly be more convenient than using the Hogyoku. But…

"I'm pleased you came up with a solution to your predicament, Tennyson-san," Urahara began. "However…"

Ben froze. However? Oooh, that word only meant trouble.

"You do realize the risks involved with this, right?" Urahara asked, giving Ben a piercing gaze that reminded the young hero of when the Shinigami shop owner battled Aizen.

"We've already explained this to Azmuth," Ben said. "Evolving Hollows into Arrancar would be a good thing." He began listing all the things they said to Azmuth back on the RB III. Chad, Ichigo, and Orihime listened to rapt attention. Needless to say, they were shocked to learn Ben intended on making more Arrancar. But their worrries started to saw when Ben addressed the problems that would come from making Arrancar and how he and his allies were already planning solutions.

Urahara was patient, listening to everything Ben said, and actually nodded his head in approval. "Well done, Tennyson-san. You've really thought this through. However, it seems there is one thing you failed to consider."

Ben raised a brow. "What's that?"

"The possibility that Soul Society will think you're following in Aizen's footsteps and making your own army," Urahara bluntly pointed out. "Yes you have good intentions but to some of them, especially the Central 46, it won't look like a good deed. It will look like an act of war."

This reminded the group about the talk Yoruichi had with them. None of them had even bothered to mention this to Ben yet. Though Ulquiorra was preparing to bring the matter up but Urahara had beaten him too it.

At first everyone was expecting Ben to look depressed at this sudden pop to his bubble. But instead Ben was giving Urahara a rather serious look.

"I already figured that out," he stated, taking everyone by surprise. Ben had never mentioned the issue to them so they assumed it never occurred to them. "I've got a good idea how Soul Society works. And me helping Hollows become stronger by becoming Arrancar? I wouldn't be surprised if they assumed the worst."

"Even though you knew it would land you in trouble with Soul Society, you intend on doing this anyway?" Yoruichi asked, part impressed, part concerned.

Ben nodded. "All Soul Society does is intervene when Hollows are on a rampage in the living world. They let Hollows fight and kill each other in Hueco Mundo. Having spent time with Hollows and Arrancar, I can see they are more than the beasts most Shinigami seem to see them as. They should be helped, not hunted. Somebody needs to do something and if the Shinigami won't, then I will. Hollows, humans, shinigami, aliens, it doesn't matter who they are. A hero helps everyone and anyone in need."

Everyone in the room felt their respect for Ben grew even further. He knew the risks of his actions but he was still willing to follow through with it. And for a rather sefless reason to. Azmuth smiled to himself. Once again, Ben was proving himself worthy of wielding his creations.

"And if Soul Society intends on stopping you?" Urahara asked to be sure.

"I don't plan on going to war with them," Ben said, "But that doesn't mean I won't defend myself and the others if Soul Society attacks first."

Urahara flashed a big grin behind his fan before snapping it shut. "Well said, Tennyson-san. Well said."

"So does this mean you'll do it?" Ben asked, getting excited.

Urahara scratched his chin. "Well, I'm certainly up for it. However, is Azmuth?"

Everyone's attention was on the Galvan now. Azmuth noticed this, then looked down at his feet. After a moment…

"Very well," Azmuth conceded.

Orihime and Nelliel whooped as they punched the air in triumph. The Tres Bestias all smirked. Harribel smiled softly. Kevin and Gwen were happy Ben's plan was making progress, Ulquiorra remained impassive, while Chad and Ichigo both looked at Ben.

"I hope you're sure about this, Ben," Chad said.

"I am," Ben reassured him. "Trust me, I know how big this is and I'm putting a lot of thought into it." He looked over at Urahara and Azmuth now and prepared to ask the million dollar question. "Now… can you have my Ultimatrix evolve Hollows?"

"We won't know for certain without comparing our research," Azmuth said, stroking his whiskers. He looked over at Urahara. "I believe it would be best if I take Urahara to Galvan Prime with me. All my most vital information is there and I don't feel safe taking it offworld."

"I'm fine with that," Urhara said. "Ever since I learned the existence of aliens, I've always wanted to go to another world."

"Will you need to bring anything with you?" Azmuth asked him.

Urahara scratched his chin. "A few things. It shouldn't take me too long to get them together."

Azmuth nodded before looking at Ben. "We'll still need to see if the Ultimatrix can be given such a feature before we work on actually giving it one. Now I must advise you, there's no guarantee it can be done. I'm not trying to disappoint you, I just want you to prepare for the worst."

"I understand, Azmuth," Ben said. But he had a good feeling about this. With two people as smart as Azmuth and Urahara working on this, the chances of this not working seemed very small.

"Well, I guess I better go pack," Urahara said, standing up. "I should probably tell Tessai I'll be gone for awhile." He went off to another part of the shop.

Yoruichi looked over at Ben, her face was nothing but serious. "I hope you're truly ready for this, Ben. If Soul Society does deem this a threat, they'll go to any lengths to stop you. Any lengths."

Ben said nothing, simply looking down at his feet. He knew he was taking a big chance with this. And he had a pretty good idea of how far Soul Society would go to eliminate any enemy. Yamamoto's willingness to sacrifice his captains and lieutenants just to end Aizen was a pretty good example. Would they go as far to as to target his family? His parents? Grandpa Max? People who are simply affiliated with him?

Yoruichi could tell what Ben was thinking about and went on. "You're gonna need contingency plans if you're going to do this. Luckily we already took this situation into consideration."

"We?" Ben asked.

"Kisuke, the Vizards - we know you've got good intentions and we'll help you in anyway we can."

Ben's eyes widened.

Yoruichi smirked. "You didn't think we'd make you fend for yourself, did you?"

Ichigo, Orihime, and Chad looked at each other. They all shared a knowing look and nodded at the same time.

"We'll help too," Ichigo declared. Ben's group turned to look at him.

Ben blinked. "Ichigo…"

"I may have friends in Soul Society," Ichigo said. "But you're my friend too. And I can see why you're doing this. If you need me, I'll be there for you."

"Me too!" Orihime declared. Chad nodded but the message was clear.

Ben smiled at them. "Guys…"

Plus, Ichigo was certain that several of the Shinigami would also be against the idea of harming Ben. If Soul Society really did want to take Ben down, there was a high chance of a schism happening over it just like when Ichigo and his comrades went to rescue Rukia.

"But let's see if it comes to that," Yoruichi added. "Hope for the best but prepare for the worst."

The three Espada-level Arrancar all looked at each other. Those words were the very same ones used in their last major conversation.

"But… for now we're just gonna until Urahara and Azmuth say the Ultimatrix can evolve Hollows?" Kevin asked. "And then we'll have to wait even longer for them to make the Ultimatrix able to?"

"That sounds about right," Yoruichi said with a shrug.

Kevin scoffed. "Figures."

"Come on, Kevin," Gwen said. "At least we actually have a plan now. Besides, considering how smart those two are, we probably won't be waiting long."

"Hopefully not," Ben said. "Azmuth does have a lot of responsibility on his planet. I wouldn't be surpised if other stuff comes up and he has to put this to the side every now and then. But like Gwen said, at least we have a plan."

"Think we should tell all those Hollows back in Hueco Mundo the good news?" Apacci asked.

"A foolish idea," Ulquiorra said, causing Apacci to glare at him. "It would be unwise to rally them up when we don't even know if this plan will succeed. However, I do believe we should go there and make sure everything is well. I would not be surprised if some of the Hollows are getting impatient and restless. Yes, Grimmjow is there but even though he was an Espada, he is still just one Arrancar. Not to mention he was one of the middle Espada. Either Nelliel, Harribel, Starrk, or myself should go there to keep them in line. Considering Nelliel and Harribel have social lives, and Starrk would hardly be up to the task, it would be best if I went."

"That reminds me," Ben said. "How's that thing with Harangue? You haven't mentioned anything about that for awhile."

"I've been stringing Harangue along for the time being. I'm waiting for the perfect opportunity to end his career once and for all. Fortunately for him, he hasn't been doing anything too bold."

"Why has he kept you around for so long?" Gwen asked. "Surely he must've gotten tired of you're not giving him anything solid to use against Ben."

"I'm still in his employ because I've stuck around for so long," Ulquiorra said. "Anyone else hired by him eventually gave up when they couldn't find anything useful to use against Ben. However, this is fortunate for Ben. If they tried hard enough, they would no doubt have discovered Ben's relationships. The fact that they haven't pieced together that they live under the same roof as Ben is nothing short of a miracle."

Okay, Ben had to admit that he and the girls were taking a major risk by doing that. Maybe he and his parents could set up something to explain why the girls were staying at his house? After all the work they had done to the house to make the girls more comfortable, it would be a waste to just have them look for another place.

Azmuth said nothing during all this. After all, this was Ben's life, not his.

At that moment Urahara returned, along with Tessai, Jinta, and Ururu, all of whom were carrying bags.

"Tennyson-san!" Tessai boomed. "How nice to see you again!"

Ben grinned as he waved. "Hey, Tessai. Ururu. Ginta."

Ginta nodded while Ururu shyly looked at her feet.

"That should be everything," Urahara said as they put the bags down. "Aside from anything I need for my research, I've also brought up some living essentials."

Azmuth nodded. "Considering you'll be off your world for some time, it's understandable."

"We should probably set something up in case Karakura Town needs him," Gwen said.

"Maybe you guys can call us, we'll call Azmuth, and he'll tell Urahara?" Kevin suggested.

"Wouldn't it be more easier to set up communications between Karakura Town and Galvan Prime instead?" Nelliel asked.

"Perhaps, but Karakura Town lacks anything that could be properly used for such a thing," Azmuth said. "However, establishing communications here does sound like a good idea for the sake of convenience."

"But until then," Yoruichi said, "Contacting Ben and the others is our best option."

Azmuth looked at Urahara now. "Are you ready?"

"Absolutely!" Urahara beamed. "So how are we getting there?"

Azmuth just smiled. Urahara was about to elaborate when he and Azmuth started becoming engulfed in white light. Azmuth looked over at Ben.

"We'll inform you of any developments!" Azmuth called before he and Urahara were engulfed completely. As the light faded, the two scientists were gone.

Ben shoved his hands into his pockets. "Well, all we do now is wait and see."

Orihime looked depressed now. "Does this mean you're leaving now?"

Ichigo and Chad were also kind of bummed that Ben's group might be leaving so soon, even though they accepted if Ben had to leave.

Ben scratched his head. Well, he did feel bad if they just up and left after seeing everyone again. And they could always use a faster setting on the RB III to get back to Bellwood in no time. What could it hurt to stay and hang out some more? He looked over at the others. "Well… think we can stay in Karakura Town just a little longer?"

The group looked at each other. Ulquiorra shrugged. "Do as you like."

"I think we can stay a little longer," Nelliel said.

"If you want to, Ben, we'll stay," Harribel said. The Tres Bestias stood next to her and nodded.

"It wouldn't be right for us to just up and leave them," Gwen said with a smile.

"Besides, it's nice to go somewhere else other than Bellwood while staying on Earth," Kevin grinned.

Ben turned back to the Karakura group. "Then it's settled."

Orihime jumped for joy while Ichigo and Chad both smiled.

"How about you guys give us the grand tour?" Ben suggested. "We didn't really have time to explore here last time."

"Sure, we can do that," Ichigo replied. "But your paparazzi are gonna be a pain."

"Yeah," Ben said, having forgotten about them.

"The others at school are going to be so excited when they learn we're friends with Tennyson-kun," Orihime smiled.

Ichigo pinched his nose. He could already picture people's reactions.

"By the way," Ben said, "Where's Uryu? I'm surprised he wasn't with you guys when we landed."

Just then Ben felt an strange awkward feeling, like he said something he shouldn't have. Tessai and Yoruichi were impassive, Jinta and Ururu were confused, while Ichigo, Orihime, and Chad looked uncomfortable.

"U-Uryu's really busy right now, so he couldn't come!" Orihime said quickly.

Kevin crossed his arms, showing that he didn't buy that for a second. None of the group did. However, Ben knew that they shouldn't pry and open old wounds. "So," he said, clasping his hands together. "How about that tour, eh?"

Shooting Ben a brief look of gratitude, Ichigo spoke up. "Yeah, sure. Follow us."

Ichigo, Orihime, and Chad made their way out of the shop.

Ulquiorra pondered if Uryu was having some kind of falling out with the rest of his companions. Was it due to their affiliations with Ben? Ulquiorra knew about Quincies and their contempt towards Hollows. Did that contempt extend to Arrancar? Was he upset that there were Arrancar living and running around in the world? Or was there something else going on? Ulquiorra decided not to worry. Uryu was not an immediate problem, if he was even a problem at all.

And so, Ichigo, Orihime, and Chad showed Ben's group what Karakura Town had to offer.

...

Meanwhile, back in Bellwood, trouble was brewing.

"Ben Tennyson is gone?!" Loly, who was sitting on a crate in the warehouse, roared after been informed by Poww, Parduoc, and Vega.

"Yes," Poww said. "Apparently he went to Karakura Town."

Loly's eye widened. "Karakura Town." She became livid. "The home of that Substitute Shinigami and that witch! After I kill Ben Tennyson, I'm going after them next!"

"While most of the Espada left with Tennyson, Starrk stayed behind," Parduoc said. "A wise choice, leaving the Primera to guard Bellwood in Tennyson's absence."

Loly swung her leg impatiently. "This is the perfect time for us to put our plan into action."

Baraggan's Fraccion looked at each other. Loly frowned at this. "What's the problem?"

"Even though Ben Tennyson isn't in Bellwood at the moment, it's too risky for us to pull the plan off right now," Vega said. "If we wish to catch Ben Tennyson completely off guard, we need more time to put all the pieces together."

Loly narrowed her eyes. "How much longer?"

"Possibly around a month or more," Parduoc said, already bracing himself for the inevitable tantrum.

"Months?!" Loly roared. "Months?! I don't want to wait months! I want Ben Tennyson dead now!"

The three older Arrancar were struggling to keep their tempers in check. How dare this lowly Numeros think she could order them around? They could easily end her pitiful existence right now… but they needed her for the time being. But once she was no longer useful…

"We can't take chances," Poww told her evenly. "To start the plan too soon may confuse Tennyson and his allies, but we can't risk giving the Espada any time to prepare. We have to strike when they least suspect it and that by the time they realize it, it'll be too late for them to stop us."

Menoly just stood to the side, watching the whole thing. Loly was becoming more and more obsessed with her desire to end Ben Tennyson. And unlike Loly, Menoly was nervous around the Fraccion. They were Baraggan's Fraccion after all. Loly was taking one chance too many. Menoly was scared they were going to get tired of putting up with her and… Menoly gulped at the thought.

Luckily Loly was actually taking Poww's words into consideration. "Alright, fine. If we really need months to put this together, fine. But Ben Tennyson better die when the time comes!"

Poww was contemplating how easy it would be to pop Loly's head off her body, but managed to resist the urge. For now at least.

"Ben Tennyson will die," Poww said. "We will make sure there are no mistakes."

Loly glared at him. "You better!"

With that, Poww, Vega, and Parduoc made their leave. Menoly looked over at her friend.

"Loly, maybe you should try and… tone it down some?" she asked meekly.

"What?!" Loly yelled, causing Menoly to flinch.

"T-they're so much stronger than we are," Menoly pointed out. "It's not a good idea to make them mad."

Angrily, Loly struck Menoly hard across the face. So hard that the blow knocked Menoly off her feet and onto the ground.

"Listen here, Menoly," Loly snarled. "Nothing will stop me from getting my revenge on Ben Tennyson! Not the Espada, not the Fraccion, nothing! Ben Tennyson will die and Aizen-sama will be avenged!"

Despite just being hit, Menoly felt so badly for her friend. Her obsession with Ben Tennyson was taking such a toll on her. In fact, it had been taking a toll on her for some time now. And it was getting worse.

...

Back at Karakura Town, the Bellwood gang was having a pretty good time. Ben was disappointed there was no Mr. Smoothy's though (he even demanded to see the mayor so he could convince him to build one). Needless to say, Ben was attracting lots of paparazzi. And he wasn't the only one getting attention. Ulquiorra was certainly attracting a good amount of Karakura's women while Ben's girls were drawing the attention of numerous guys. Ulquiorra and Harribel knew that pictures would be posted on the internet, so they were coming up with alibis to explain why they were with Ben and his friends all the way in Japan. Ulquiorra would tell Harangue that he established himself into Ben's inner circle to increase his chances of finding dirt on the hero. Harribel would say that she was serving as a chaperone to make sure that Ben and the girls weren't falling behind on their grades. She was certain Carl and Sandra could vouch for her.

Meanwhile, the citizens of Karakura Town were still buzzing over the fact that Ichigo and Ben were friends. Apparently, Ichigo had a reputation as a thug, causing most to fear him. Maybe the fact that he was friends with Ben would improve his street-cred.

Soon the group went to get a bite to eat. Ben made a fool of himself trying to eat with chopsticks.

"Here, Tennyson-kun," Orihime said as she adjusted Ben's chopsticks. "Like this."

"I'll never get the hang of this," Ben grumbled as his chopsticks fell out of his hands when he tried to pick something up with them.

Gwen, who held her chopsticks perfectly, smirked at her cousin. "It's all in the fingers, Ben. Like how you would hold a pencil."

Kevin, who was also having trouble, decided to just stab his food with one stick and eat it like kabob. Ben decided to follow his example. It was a better alternative than simply using his hands. Gwen rolled her eyes at what they were doing. The Arrancar didn't seem to have any trouble with their chopsticks.

"Bellwood sounds like so much fun!" Orihime said as Nelliel told her more about their adventures. "I wish we could go there."

"I don't see why not," Nelliel said. "With the Rustbucket, we could easily pick you guys up, hang out in Bellwood for a bit, and then take you back to Karakura Town in no time."

Orihime cheered happily.

"I wouldn't mind if you came sometime," Gwen said with a smile.

"Would be nice to show you our town," Kevin grinned.

"Sounds good to me," Ben said. He looked over at Ichigo and Chad. "How about you guys?"

Ichigo and Chad shared a look. Going to Bellwood? Hang out with Ben in his hometown?

"Well," Ichigo scratched his head. "I suppose if we can manage the time… sure. Why not?"

Aside from Nelliel, the other Arrancar were silent. Harribel and her girls had never truly socialized with Ichigo and the others before. Ulquiorra stayed silent because there was nothing he could think of worth adding. Besides, he had a feeling that if he did say anything, Kevin would start teasing him about Orihime again. Though...for some strange reason Ulquiorra found himself disappoint he did not get to spend more time with just Orihime. Why was that?

After hanging out for a little bit longer, it was time for the Bellwood gang to head home.

"It was great seeing you again!" Orihime said, waving them goodbye.

"Same here," Ben said as the others loaded up into the Rustbucket. "Let's try and keep in touch some more."

"Sure," Ichigo said, grinning. Chad gave Ben a thumbs up.

"Take care, guys," Ben said as he started going into the Rustbucket.

Ichigo and Chad nodded as Orihime continued waving. Soon they joined in as the engines started up and the Rustbucket took off into the sky. Ben looked down at them one last time before his group blasted off back to Bellwood.

"It was good to see them again," Gwen said.

"I'm glad they're doing well," Nelliel said with a smile. "But I wonder what's going on with Uryu. You don't think it's because of us, do you?"

That brought an uncomfortable silence among them. Each one suspected that might be the reason, but hoped they were just reading too deeply into things.

"Now all we do is wait and see," Apacci said, obviously referring to Ben's plan.

"Yep," Ben said. "All we do is wait and see."

...

And wait they did. And wait. And wait. And wait. Ben was starting to become anxious.

Nelliel was on break and spending it with Ben at Mr. Smoothy's. Since she had to clock back in and they were just spending lunch together, Ben wasn't wearing his ID mask. Though Ben was trying to keep it to himself, she could tell that he was getting angsty.

"Ben, don't worry," she said softly. "I'm sure Azmuth and Urahara will find a way."

Ben took a sip of his smoothie before sighing. "I thought they would have by now."

Nelliel gave a light smile "Ben, just because they're both super-geniuses doesn't mean they don't have difficulty sometimes."

Ben sighed and leaned back. "Yeah… I guess you're right."

Nelliel smiled. "Just have faith, Ben. It'll all work out."

"Yeah," Ben said, though this time he smiled.

Then Nelliel became concerned again. "Although, there is something that's bothering me."

"What's wrong?" Ben asked.

"Haven't you noticed that things have been rather… quiet?" Nelliel asked back. "None of your enemies have been up to anything lately. I can understand breaks between battles every now and then, but not for this long."

Ben paused. Nelliel had a point. So far, it seemed all his enemies had suddenly gone under the radar. Back then Ben would've just shrugged it off and enjoyed his down time. And that's when the trouble would start.

"We'd better tell the others to stay on guard," he said to Nelliel.

"You think something's going to happen?" Nelliel wondered.

"It usually does," Ben replied as he threw his smoothie away.

...

On Galvan Prime, Urahara and Azmuth were hard at work. A few issues that required Azmuth's immediate attention aside, the two brilliant minds needed to brush up on their information. Urahara taught Azmuth all he could about Hollows and Arrancar. The two even managed to establish their very own Garganta. It wasn't easy at first but once Urahara and Azmuth found some familiar ground, it was a walk in the park. And while Azmuth found new lifeforms to study, he allowed Uarahara access to all his information regarding the Ultimatrix. Urahara was quite eager to learn how the device ticked… and could imagine Kurotsuchi foaming at the mouth if he knew of the golden opportunity Urahara was experiencing right now.

Aside from the Ultimatrix itself, Urahara used his time to learn about the numerous DNA it had access to.

"So the DNA is not really in the Ultimatrix, but actually in this artificial planet, Primus?" Urahara had asked one day.

"That's right," Azmuth had replied. "More specifically the Codon Stream that flows through Primus. The Ultimatrix is meant to serve as a wireless device that connects to it."

"Hmm. That sounds rather risky," Urahara had commented. "Especially if something should somehow tamper with the connection between Primus and the Ultimatrix."

"I have acknowledged this," Azmuth had said. "And I have been working on a solution. Perhaps I can focus on that once we have dealt with our current problem."

Of course, the two enjoyed working together. Azmuth might never admit it aloud but he enjoyed working with such an intellectual non-Galvan. And Urahara enjoyed working with a scientist that wasn't crazy.

"From what I've gathered," Urahara said to Azmuth one day, "I strongly doubt we can program the Ultimatrix to evolve Hollows."

Azmuth lowered his head. "I see. Poor Ben. He was so fond of this idea. I don't often say this but… I hate to disappoint him."

"We can't make the Ultimatrix itself capable," Urahara went on, "But I think I have an alternate solution in mind." He reached into his pocket and pulled out…

"The Hogyoku?" Azmuth stared at the orb in Urahara's hand. "You brought it with you?"

"I wouldn't just leave something like that behind, would I?" Urahara asked playfully.

Azmuth narrowed his eyes at Urahara. "Does this mean you have found a way for Ben to use it?"

"I believe so," Urahara said. "It's still a long shot… but it just might work."

Azmuth stroked his whiskers. What did Urahara have in mind?

...

Poww, Parduoc, and Vega entered Loly and Menoly's hideout.

"Were you seen?" Loly demanded.

The three shook their heads, struggling more so than ever not to lash out against the arrogant and foolish girl.

"Normally it's just been one of you at a time," Loly noted. "I'm guessing the fact that all three of you are here means good news?"

This time the three gave her genuine grins. "It's time," Poww told her.

Loly's eye widened and then her face broke out into a sadistic and psychotic smirk. "Really?"

Parduoc nodded. "The pieces are in place. Ben Tennyson and his allies have no clue what we are planning."

"Findor has still been suspicious of us," Vega went on. "But we've been careful not to let those suspicions grow."

Loly started giggling. And then the giggling soon turned into psychotic laughter that put everyone else present on edge, regardless of the difference in power.

"At last! At last! Ben Tennyson will die and Aizen-sama will finally be avenged!" She let out a laughter as cold as death and as nerve-wracking as the shriek of a banshee.

As Loly laughed her head off, Menoly stared sadly at what her friend had become: a true monster obsessed only with revenge. Where had their path of avenging Aizen-sama taken them?

End of Chapter

What is Urahara's idea regarding the Hogyoku? What is Loly's plan for revenge? Is it really as threatening as it seems? And what acts of treachery are Poww, Parduoc, and Vega have in mind for Loly? Find out next time in Loly's Revenge Finale.

Now, my readers, I apologize for taking so long to update. I had trouble finding the right motivation to get back to work. Also, I would like to apologize for the lack of action in this chapter as well. But rest assured, there will be plenty of action in upcoming chapter and final part of the Loly arc. Then I can start to really go forward with this story. Trust me, once I get Loly out of the way, I can start getting to the exciting stuff.

I would like to thank Pyromania101, Kamen Rider Chrome, Incredible Mufin, and Sallem Cortez 004 for their help and support. I really appreciate it guys. Thanks!