Disclaimer; I don't own Ben 10, Alien Force, Ultimate Alien, or any of the movies to follow. The series and franchise is the sole property of Cartoon Network and the creators Dwayne McDuffie and the Men of Action. I also don't own Rosario + Vampire; it is the sole property of Shonen Jump, and its creator, Akihisa Ikeda. Original Aliens is of my own design.

This story is both a remake and continuation of the Ben10/Rosario Vampire crossover story written by 10-Face Paladin and Kamen Rider Chrome.

Ben 10 Alien + Vampire

Chapter 1: And Then There Were Ten… Again

Japan

Countryside

The sakura blossom road shined as Spring was way around the corner. A paved road went down the way as a mysterious bus roared on through at normal speed. The wind picked up once again as it drove down the empty road at this time, picking up any stray leaves or light garbage scattered on the ground. The bus was peculiar in structure and color, as it appeared to have six wheels instead of the usual four. The stop sign also looked to be in the shape of a pumpkin, as well as have a Jack O' lantern face on it accompanying the word STOP on it. And the grill of the bus's front was shaped like a toothy demonic grin.

Inside the bus, it was completely vacant, except for the driver and its one passenger in the back. The driver was dressed in a professional bus driver's attire, a blue suit and hat. However, the fellow's clothing seemed a bit torn at the corners, and the shoulders were covered in dust and cobwebs. The man was very lanky and his posture was hunched over, and his face seemed to be half covered by the shadows but no enough to cover the thin mustache beneath his nose. And the only thing that was sticking out of his mouth, was a big cigar as he continuously puffed out smoke with.

His passenger, the only one aboard the strange bus, was a teenage boy at the age of fifteen, moderate height, Caucasian American, with short brown hair combed to the right, green eyes, and pale skin. His body appeared to be quite skinny for his age, though he showed a lot of muscle definition due to probably being athletic. Though from first appearance, he appeared to be completely average. He was dressed in a white button up shirt, with a red tie and green jacket, along with a pair of khaki white pants and white and black sneakers. He also had on him a green, black, and white duffel bag with him. But the oddest feature he wore was a small green bracelet that looked mechanical, with a strange black and green hourglass symbol on it.

This boy was named Benjamin Ben Tennyson.

Ben had changed in the 5 years since the days of his summer vacation with his cousin Gwen and Grandpa Max. It was that very summer 5 years ago which introduced him to the alien device called the Omnitrix and aliens from all over the galaxy.

Ben used to be impulsive and ready to jump into things without thinking. He had an ego to match his impatient streak. Of course, he was ten years old then. He had a better head on his shoulders now that he was fifteen. The Omnitrix had also changed since he first put it on. It used to be a large black and white object that was bulky and hard to hide. Over time, it somehow upgraded itself into its current form. Grandpa Max theorized that it was designed to upgrade itself over time. They had no proof otherwise so they went with it.

He sighed contently, as a small smile emerged from his face. 'Benjamin Tennyson…' he thought to himself as he watched the countryside pass him by, 'You're on your way to becoming a high school student….' and then his face frowned as he sighed, "… hopefully…"

Why was an American boy like Ben Tennyson somewhere in Japan? Well, that was a story in itself.

2 Months Ago

Back in Bellwood

"Japan, huh?" Grandpa Max grunted as he made some adjustments to his trusty RV, the Rust Bucket.

Max was a heavyset man with short gray hair. He was always wearing Hawaiian shirts, which was usually a red shirt with gray and violet Hawaiian designs, and had some of the weirdest tastes in food you would ever see. He was the kind of man who you could go to for advice, and he was always a part of Ben's life as he was growing up. He was also a retired member of a group of inter-planetary police calling themselves the Plumbers. It was their job to root out evil aliens and make sure the extraterrestrial citizens of Earth were at peace.

"I know," Ben nodded. "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."

"That's what I want to know too," a redheaded teen girl agreed. "You're not exactly the brightest student out there."

The girl was fifteen years old, Caucasian, slender and slim with long red hair and green eyes, wearing black stockings black shoes, a gray miniskirt that ended above her knees, a white button up T-shirt with a blue sweater on top with the sleeves rolled up to the elbows. She was Gwen Tennyson, Ben's cousin, but sometimes people mistook them for siblings, considering they actually shared the same birthday. She was a pretty down to earth girl. She was kind of bossy and annoying when they were younger, but she had mellowed out a little during the years. She still ragged on Ben now and then when he was doing something admittedly stupid.

"Well, don't be so sure," Max spoke from underneath his RV, aka the Rust Bucket. "Japan is a hotbed of alien activity. It wouldn't surprise me if the Plumbers had something to do with Ben's exchange."

"You think so?" Ben pondered.

"Alien activity?" asked Gwen suspiciously. "Since when?"

"Well, there are scattered reports all over the place," Max answered. "There was almost an invasion in Tokyo one time in the eighties."

"Really?" Ben gaped. "How'd we miss that?"

"Well, they started small," Max answered. "They also gave us a chance to get them away in a sort of competition."

"You're kidding," Gwen blinked. "So what happened?"

"Well, the aliens were and are still called the Oni, and they don't make a lot of sense in our views," Max answered as he got out from under the Rust Bucket. "Basically they had their computers pick a person completely at random to be Earth's champion to be pitted against theirs."

"That's totally unfair!" Ben cried.

"Well, the Oni aren't too different from us," Max replied, as he wiped the grease off his hands. "They look similar except they have horns, can fly, and can either shoot lightning or blow fire."

"Ouch," Gwen grimaced. "So how did this competition go?"

"Well, the Earth champion had ten days to catch the Oni champion by the horns," Max answered. "He managed to do it on day ten since the Oni champion kept flying away."

"That's…insane," Gwen blinked. She then turned to Ben. "So where is this school they're sending you to?"

"Some place called Youkai Academy," Ben answered, as he looked at the sheet he had been given. "Doesn't tell me where the place is, or anything else for that matter. Just where I can be picked up."

"For good reason," Max answered, as he cleaned his tools. "Youkai Academy is a school for non-humans only. They are very strict about that."

"You know about this place, Grandpa?" asked Ben.

"Yeah. The Plumbers have been keeping an eye on it from time to time," Max nodded, as he did his best to explain to his grandchildren the secret that was Youkai Academy. "What you both need to know is that there are tons of non-human species on Earth. Some have been here so long we aren't even sure if that they're aliens or not. Youkai Academy is one of the places where they can go to school and interact in peace, without fear of humans finding out about their identities."

"So what do they learn there?" asked Gwen, now very curious.

"Everything we humans do," Max answered. "But they also learn how to interact with humans too. Lots of the students have never met any humans before." He then looked to Ben and stated with deep seriousness of what he was getting into. "Still, Ben, you have to be very careful there. No one can figure out you're human. They retain the authority to actually kill humans who trespass there."

"WHAT?!" Ben and Gwen cried together.

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

"But why me?!" Ben asked, near panicked. "I mean, I'm human!"

"Not with the Omnitrix," Gwen replied. "You can convince them you're a shape-shifter or something."

"Right," Max nodded. "Not many known aliens attend, but all the students are from very old non-human species. You've probably heard of them in movies or something."

"What's that supposed to mean?" asked Ben.

"You'll just have to find out," Max smiled as he put away his tools and wiped his hands clean of grease. "Now if you'll excuse me, I have an appointment with the shower."

Present Time

Hey, young man," the bus driver suddenly spoke up, in a voice that would make anyone's skin shoot right off their body. Ben immediately bolted in his direction as he went on, "So… you gonna be a freshmen in Youkai Academy, eh?"

"Uh, yeah," Ben answered. He cocked an eyebrow as he thought, 'Man. This guy's been silent the whole day, and all of a sudden he starts talking. Boy, he sounds creepy… '

The driver then chuckled a bit as he spoke up once again, "Then you'd better prepare yourself mentally. It's not exactly a school for the faint of heart…" he turned his head to the side. Ben didn't notice it, but the man's left eye glowed an eerie yellow as a smirk showed up, "… especially for any unprepared human who comes wandering in there."

At that very moment, the bus was approaching a darkened tunnel, as Ben muttered, "Don't I know it."

Once the bus exited the tunnel, it stopped close by, allowing Ben to get off, as he surveyed the area all around him.

There was grim sky and a scraggly forest in the view of the young man. Next to him was a scarecrow-like sign which had the name 'Yokai Academy' written on it in Japanese. The nearby forest was leafless and every tree looked dead. Behind the young man was a cliff which dropped into the ocean. The scenery and the young man's nerves weren't helped by the various spiders, snakes, and bones that littered the ground.

"Okay, Ben," the young man sighed to himself as he took in the scenery. "Now what are you going to do?"

"This looks like a completely different world then the one we were in," Ben told himself. He turned as he heard a thud sound, and saw the bus driver unload his duffel bag off the bus. He pulled on his backpack and looked to the driver as he wandered back into the bus.

The driver then sat back down in the driver's seat, chuckling at seeing the boy's uneasiness written all over him, and spoke out some valuable words of wisdom. "Just be careful, kiddo." he then gave him one final smirk as he closed the doors, and then drove off, going back to the tunnel.

Ben sighed. "Oh well, might as well start heading out."

Slinging his bags over his shoulders, Ben headed out towards the only building in the distance. Maybe if he was lucky he would find someone who could tell him what to do.

A Little While Later

Traveling through the landscape was a little freaky. The place had a weird aura of fear around it, and Ben didn't like it one bit. Still, this might be what the students at the school liked so he had no real reason to complain. He noticed that numerous tombstones were littering the scenery, making him wonder if there really were that many human intruders or if they were just there for looks.

"Looks like it's out of a horror movie or something," Ben shivered. A chorus of caws startled the poor boy as he looked up. In the branches, watching down upon him was a murder of crows, with glowing red eyes. "Okay… creepy birds in the forest. And crows no less. Not good omens." He gulped as he continued onward, "Is this even the right way?"

"Look out!" someone cried out loudly in Japanese.

"Huh?" Ben blinked. By the time his mind processed what was said, he had already turned around. His eyes widened at what he saw barreling towards him. "Ahh!"

WHAM!

"Ow," Ben groaned. He was flat on his back and feeling the pain from the impact. Last he saw, someone on a bike had barreled into him. It reminded him of when he and Vilgax had last tangled.

"I'm sorry," a soft female voice groaned. "Are you okay?"

Ben rubbed his head and sat up. However, as he did, he took notice of the bike's rider. There, getting up from the crash, nearly five feet from him, was the most dazzlingly prettiest girl you would have ever set your eyes upon. She was Asian as plain to see, with alabaster skin, fifteen years of age, with a very pretty face with long pink hair that went down her back, a few bangs brushed to the right, with a slim and slender figure, and wearing a uniform similar to his, except with a short green plaid skirt. But her most distinguishing features were her aquamarine eyes that nearly sparkled as the light touched them. But her most distinguishing feature, was that she had around her neck a leather chocker that had 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 groaned from recovering from the bike crash. "Don't worry about it," he managed to groan out. "I'm used to it. You okay?" He was glad for those Japanese language lessons now.

"Yes," the girl nodded. "I'm so sorry. I'm a little anemic so I sometimes have fainting spells."

Ben had to admit that Japanese girls were really cute! Especially this one considering he couldn't take his eyes off her. "It's no problem," Ben chuckled. "Just be careful next time. Here, lemme help you up."

"Oh, thank you," the girls smiled to him. Standing up, he took the girl's hand and helped her to her feet. The two were standing close… before the girls' eyes seemed to glaze over.

"Uh…you okay?" Ben blinked in confusion, taking notice of the girl's current state.

"Yes," the girl sighed, but looked to him as she noticed a small trickle of blood coming from his forhead. "Oh no, you're bleeding."

"Wha," Ben questioned, but then felt something warn trickle down his face. He rubbed it off, and felt around his head, pulling back to see just a small smudge stain of blood on it. Realizing he wasn't in pain, he shrugged it off, "Nah, it's nothing. Can't feel a…" but then he stopped as he looked at the girl in front of him. She held in her hand a small hankerchief, probably about to help clean or mend the wound, but she appeared in a trance, smiling almost satisfied, and slowly making her way towards him.

Ben gulped as she was almost too close, and nervously asked, "Um… what are you doing?"

As soon as she was only inches away, she leaned closer to him, and looked to his eyes, as if she was in a daze, "I'm sorry. It's just… you… you smell so nice."

"Uhhhh, thanks?" Ben blinked. When she didn't look, curiosity got the better of him, and he took a small whiff himself of her. He smiled a little, taking in the aroma of this girl, 'Wow. She smells amazing. Wait wha…?' His train of thought stopped as soon as he saw that the girl leaned in closer. "Hey, what are you…"

"I'm sorry," the girl sighed softly. "But…"

Before Ben could blink, the girl had wrapped her arms around his shoulders… and exposed a pair of fangs, "I'm…a vampire." and pressed her face into his neck. She then quickly dug her teeth into his neck and bit down, puncturing his skin and drawing out blood.

CHUUU!

"Ow!" Ben yelped in pain. He struggled for a moment before the girl backed away, looking mortally embarrassed. "Hey! What did I ever do to you?"

"I'm so sorry!" the girl blushed profusely, acting embarrassed about him. She fidgeted with her fingers, smiling embarrassed by what she had done, but still looked at him as she answered, "It's just… well, your blood smelled so nice, and I couldn't help myself! I really am sorry!"

"Yeah," Ben grimaced as he checked the wound. He was completely amazed, as it was already healing and it wasn't bleeding anymore. 'Hey, there's not even a mark, let alone any bleeding,' But putting that aside, he looked to the girl and asked, "Anyway, do you even have a name?"

"Yes. I am Moka Akashiya," the girl smiled with a bow.

"Name's Ben Tennyson," Ben grinned. "Or is that Tennyson Ben over here? I forget."

"You're foreign?" asked Moka, who was surprised to hear that. "Where are you from?"

"From the United States of America," Ben grinned. "Nice to meet you." But then he stopped for a moment, almost a bit surprised to ask the next question, "So…are you really a vampire?"

"Yes," Moka nodded shyly. But rather, it seemed like she looked a bit worried if he would give her the wrong answer, "Do you…hate vampires?"

He seemed a bit surprised by that question, but answered truthfully to her. "Heck no!" Ben answered quickly. He didn't want to upset the girl, especially since she was rather attractive to boot. "I've never met a vampire before. To be honest, I thought they only existed in movies." He then looked away as he answered truthfully, "And to be honest, I wasn't really sure if they were anything like that new film described them as."

"What film is that, Twilight?"

Ben shook his head and answered, "The remake of Fright Night."

"Oh," Moka blinked, a little weirded out about that reference, considering she had heard rumors of that film. But shaking that aside, she then smiled. "Well, we do exist, and I don't think we're anything like that. I'm living proof!" she looked to him hopefully, and asked, "Do you want to be friends?"

"Sure!" Ben grinned. "To tell you the truth, when I was a kid, I've always wanted to meet a real vampire." However, he turned away as he grimaced, remembering a past encounter when he was ten. The last 'vampire' he, Gwen, or his Grandpa had ever met had been that psycho Laughter Clown Vampire, Zombozo, but he really didn't count.

"Really?!" Moka gasped in delight. Her eyes seemed to take in a sparkle of some kind. "That's great! I was so worried that I wouldn't know anyone here!"

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

"You're right," Moka nodded softly. Ben was a long way from home. She was just a couple of cities away from her home. He was just as much in need of a friend as she was. He was probably hiding it better than most though.

Later On

Youkai Academy

It was only a little while later, but the duo had reached the school. The school was just like any other high school; a relic from the 1950s. Except it looked like a combination of castles mashed together, and was as large as ten football fields. With its six story window doorway and impressive six story height, it would have passed on as a college to anyone else. There was even a huge clock tower in place in the back, for all to see the time and heard the chime of the bell goes off as soon as the Class Bell would go off. Teenagers, probably more monsters, of all shape and sizes were entering the school, just as the late bell rang. And both Ben and Moka were two of the many that went in there. But for Ben's position, he was the only human to ever enter it.

It had taken him some time, but Ben managed to find his classroom. He and Moka got separated at the welcoming ceremony since she had to park her bike and he needed to get there fast. It was then a rapid assignment and here he was.

"Okay!" the teacher cheered. "Welcome to Yokai Academy!"

Ben had to admit that if he had a teacher like this back home, he would have paid better attention. This teacher appeared to be Caucasian but had a mixture of Asian in her, with lovely skin and a bombshell figure. She had short blonde hair, a spaghetti strap top and a short skirt. She sported a pair of cute glasses on her face, and parts of her hair looked like cat ears. It could have been possible they were cat ears considering they twitched like actual ears. To top it off, a cat's tail was sticking out from her skirt.

"I'll be your homeroom teacher this year, Miss Nekonome!" the catty teacher continued to announce. Ben had to admit that the good cheer in the room was infectious. Even 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," Miss Nekonome explained. "This is the purpose of Yokai Academy, to coexist with the human world!"

Ben found himself glad that his grandpa's information was right. He was just as thankful that he had the Omnitrix in case he was forced to prove that he wasn't human. For some reason, he felt that it was going to be put through its paces for a while to come.

"But sensei," another kid growled. "Can't we just eat the humans? I could start with the cute girls." everyone turned their attention to a boy, around fifteen, built like a line backer, and dressed in biker gear of sorts. He had brown hair slicked back, piercing on his face, and kept licking his lips like some kind of sicko rapist. Ben frowned at that comment. It was guys like him who gave non-humans a bad name. It was no wonder that people were afraid of aliens, monsters, etc. People like the guy who spoke kept thinking their species meant they could do whatever they wanted.

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

'All but one,' Ben thought to himself. He looked to his right to where the student that asked about the human eating. 'I'm gonna have to watch myself around that guy,' however, he looked away to avoid attention, as the student cocked an eyebrow in suspicion, and licked his tongue out menacingly in his direction. He looked away, hiding his face in a book, as he grimaced and groaned, 'Definitely gonna have to watch out for this one.'

"And even if a human wandered in here through the barrier that protects this school… " Miss Nekonome explained, but still with a smile on her face, "… they would be put to death."

Ben nearly shot out of his seat in surprised, as he gulped, 'Wha…?' But he had finally calmed down a bit, remembering what his Grandpa had told him, and sighed, 'Yeesh, I keep forgetting that. Guess I can't get too complacent and forget where I am.'

"Well, say whatever you want," the student pointed out, "But ever since, I've been smellin' a human in here the whole time."

Ben gulped at that, realizing that his scent could give away his very identity, and grimaced, 'Definitely have to watch out for this guy.' He probably theorized about bathing in cologne just to hide his human scent.

"Which brings us to rule number one!" Miss Nekonome spoke loudly. "You are not allowed to reveal your true forms to anyone! Not even to your fellow students! We are here to learn how to coexist with humans so please keep your true forms a secret."

'That's just easy,' Ben grinned. 'For me, that is.'

It was staying in an alien form that was tough sometimes. He could only remain in alien form for 10 minutes at a time. That was the failsafe in the Omnitrix that Azmuth had programmed into it, so that the personalities of the aliens he transformed into didn't overwhelm his own. He had learned of that experience when he was forced to transform into the Omnitrix version of that alien, Eon. He looked at the Omnitrix, and remembered that his DNA and form were available to him now. He just wasn't sure if he ever wanted to use that form, much less Ghostfreak.

His thoughts then drifted to the cute vampire girl he'd met, Moka Akashiya. 'I wonder if Moka is doing well in her class. With her looks she's gonna be pretty popular.' Ben had to admit that he wouldn't have minded dating Moka. She wasn't just pretty, but also sweet and kind. The again, knowing his luck some sports jock would pick her up. He sighed in despair and smiled sadly as he remembered one truth that he had learned once he took soccer back in Bellwood: Girls never seemed to like the soccer guys.

"I'm sorry!" a familiar voice spoke up as the door opened. "I got lost after the ceremony, and well…sorry I'm late!"

"That's okay," Miss Nekonome smiled. "Just take a seat anywhere."

Ben looked to see who had come in and his eyes widened. 'Speak of the devil,' he thought as he saw who it was… it was none other than Moka herself! She strolled in the classroom, catching her breath, after apparently running to find her classroom. All of the boys in the room, save for Ben, seemed to drop into trances as they watched her try to find a desk.

"That hair…"

"Those eyes…."

"That body…."

"No way that's a disguise," one of the boys drooled. "She's just too…"

"BEAUTIFUL!" the collected boys roared. The only one who wasn't was Ben and he was chuckling weakly. Apparently Moka was going to be more popular than he thought. Though it wouldn't be too hard, considering he had fallen the same way like the others did. It was almost as if she had this aura around here that drew any male in, and she didn't even know she had it, let alone could control it.

As Moka came closer, Ben decided to be a friend. "Hey, Moka," Ben smiled, as he lightly waved at her. "I didn't expect to see you in my homeroom class."

"Huh? Ben?" Moka blinked as she turned to see who had addressed her. Once she saw who it was, she broke out in a huge smile when she recognized his face. "Oh, Ben! It is you!" Leaping forward, Ben found himself grabbed in a hug by his vampire friend, as she smiled brightly, "I'm so glad we're in the same class together!"

He couldn't help but grin. He liked how Moka greeted her friends. Plus it was kind of funny to see how the other boys were reacting.

"Hey! Who is that guy!?"

"How does a gaijin rate a hug!?"

"I heard Americans were forward, but to hug a girl in the middle of class?!"

"JUST WHO IS THIS GUY?!"

Ben just had to nervously smile, and sweatdropped at the form of attention he was getting from this small action. He thought this was a great way to start the year.

After Class

"Wow!" Moka gasped as she took in one of the main hallways of the school. "This place is so clean! Neat!"

After class, Moka had wanted to explore the school and explain to Ben how some things in Japanese schools worked. She wasn't sure how much he knew about the school system in the east, so she took in on herself to explain things to him.

Ben was quickly learning that Moka was a lot stronger than she looked. Way stronger. That was made evident when she looked her arms around his, and easily pulled him around to give him a tour of the place.

She was also an architecture nut. She loved new and old buildings because of the way that they were built. He was also learning that Moka's charm wasn't solely limited to the boys in their class. Everywhere they went, Ben could see jaws drop and eyes bulge as Moka went past them.

He could also hear their whispers. They were either gawking over how cute Moka was, or were grumbling about how he was holding hands with her. A couple were really pissed off that it was a foreigner that she was deciding to spend her time him. Grandpa Max warned that some Japanese weren't exactly thrilled with foreigners so Ben figured he had to watch his back. Though considering that all the guys were glaring daggers at him for just being around Moka, it wasn't the fact that he was American that pissed them off.

Outside

Ben and Moka soon stopped at a vending machine for some drinks. When the drinks fell out, the two simultaneously reached to grab their respective choice. Though their hands slightly brushed each other, they both pulled back. Not from the drinks but from the touch; it wasn't an act of hatred as Ben thought as he blushed a bit from the experience, as he looked to Moka, who was equally blushing.

She turned to him, and smiled, "Oh, Ben. You're so silly." And playfully pushed him.

However, Ben didn't count on the strength in that push, considering he crashed into the wall. Nearly feeling like he left an imprint in there, he got up and rubbed his soaring backside, 'Yeah… she doesn't look it, but she's really strong.'

After a moment of recovery, they got their drinks any way and sat down on a bench nearby. Ben got himself what he could guess was soda while Moka got herself a can of tomato juice. She told him that, aside from blood, that she loved tomato juice.

But he thought aloud, "Wait, I thought that Tomato Juice wasn't a good replacement for blood?"

Moka was a bit taken by the question but shrugged it off, "Oh no, it's okay. So long as we at least have a little. Otherwise, we get a bit dazy and in sort of a, well…" she blushed a bit as she answered, "I guess you could call it a basic instinct to just go after blood." Ben looked kind of surprised at that, but shook it off. As did Moka considering she felt it was awkward to mention that, so she changed the subject and asked, "So, how do you like Yokai Academy?"

He shook his head, forgetting the awkwardness, and honestly answered, "It's a whole lot different from the schools back where I come from. We have book lockers, not shoe lockers."

She chuckled at that, and asked, "So, do you like it?"

"What's not to like?" Ben merely shrugged, as he merely replied, "Life is all about new experiences. That's what my Grandpa Max always said."

"You and your grandfather must be really close," Moka admired, seemingly amazed.

Ben nodded to that, as he smiled and admitted, "We are, in a way that he's like a second father to me." Though at awkward at what he would slightly say next. "Truth is, I want to be just like him. It was 5 years ago, that I really began to respect him."

"Why?" asked Moka.

"Um…" Ben gulped, realizing he would probably have to reveal everything to her, and he wasn't sure if she could take it. So he decided to change the subject, "That's a… pretty long story." A very long one. One that involved alien technology, magic, evil sorcerers, mutant hobos who had a thing for bugs, laughter vampire clowns, a secret society of Knights, and a real nasty alien warlord, who apparently had it in for his Grandpa, but changed his mind towards him instead.

The two were silent for a moment, taking a sip from their beverages, until Moka decided to bring up some more subject to get to them both to talk again. "You know, I just noticed this, but you speak Japanese pretty well," Moka noticed aloud.

Ben nodded at that, as he smiled, "I have Gwen to thank for that."

"Gwen?" Moka asked.

"My cousin," Ben replied quickly and earnestly, making sure that he didn't make his cousin sound out to be his girlfriend, "We couldn't stand each other when we were kids, but five years later, we've been getting along pretty well now."

As she listened to him, Moka couldn't help but envy Ben, even a little. He was close with his family, unlike herself. She really wished her family was like Ben's. from what he said about them, and the smile on his face whenever he talked about them, they sounded like good people.

As they were talking, that same long-haired young man with a lip piercing came around the corner and leaned on the wall behind Moka, getting both their attention. "Hey, there, Sexy," the boy said as he leaned against the wall with his arms crossed, and looking at Moka. "Moka Akashiya, right? Man, looks like I'm not the only one who thinks you're cute."

"Um, thanks," Moka nodded, gulping nervously at this fellow. "And… you are?"

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

"Oh…um," Moka nodded, still rather feeling nervous around this guy. "Good to meet you…I suppose."

"Yeah, I remember, too. You're the one who suggested we eat all the humans," Ben sweat dropped.

"I'm sure. By the way," Saizou grinned before he reached out and suddenly grabbed Ben by the lapel of his jacket. Moka gasped in shock, while Ben struggled with the other teen's strength. "Why is a girl like you hanging out with a complete numb nut wimp like this?"

"No, leave him alone," Moka pleaded.

Ben was really starting to hate this guy. Despite the rules, he began to roll up his sleeve to reveal his Omnitrix. 'Maybe I should introduce this guy to some my 'little friends',' thought Ben. Right now, any of his aliens could take Saizou; whether Fourarms, XLR8, maybe even Benviktor or Upchuck could do it. Well, maybe not any of them. Grey Matter was only good for his brains. And he was certainly got going to overuse Ghostfreak, no matter if he had retained that Alien form, considering what he had learned about Ecorunites, much less saw it in experience. Then, he remembered something his Grandpa Max had taught him. He just hoped it worked.

He reached up and gripped Saizou's wrist, pressing onto a soft spot. Saizou cringed in pain and let go of Ben who landed on his feet. Ben rubbed the wrinkles out of his shirt and returned Saizou's glare with his own. "I don't think the lady appreciates the gesture. So back off!"

"You want to make something of it, Gaijin?" Saisou glared.

"What if I do?" remarked Ben, returning the glare with his own.

If there was one thing that Ben hated more than anything else in the world, it was bullies. They just picked on people weaker than them, and he had experience in that department, considering he was a victim of bullyism for as long as he could remember. Ben had learnt to stand up for himself over the years. He'd stared Vilgax in the eye without flinching. Monster or not, Saizou was like every other typical bully Ben had to put up with.

Moka immediately got between Ben and Saizou. "I'm sorry, but we're in a hurry! Bye!" She grabbed Ben's arm and dragged the protesting her American friend away quickly to safety.

Meanwhile, Saizou just glared at the two disappearing, even as a can of unopened tomato juice rolled to his feet. Suddenly, a long whip like tongue lashed out at the can, and snatched it up. A big gooey splash sound was heard as tomato juice splattered on the ground, like human bean juice.

School Rooftops

Taking refuge on the academy's rooftop, were most teens would go to get away, Moka took a moment to catch her breath while Ben tried to smooth his uniform out or make sure that all his bones were put together right. He was also trying to keep his temper in check. The pink-haired vampire girl could tell that he really hated bullies.

"Woo! That was scary!" Moka sighed. She turned to her friend. "Weren't you scared at all?"

"Nah," Ben grinned. "Believe it or not, there are way scarier things than him. Besides, I REALLY don't like bullies." Memories of how JT and Cash would bully and harass him came to mind. Luckily he'd learnt to stand up to them. They left him alone when he started fighting back. Though JT wasn't willing to give up on picking on him, if he ever came back to America.

"Well, it was really nice of you. Thank you!" Moka smiled brightly.

"Ah, I'd do it again in a heartbeat," Ben smiled. "You're my friend, aren't you?"

Moka didn't think she could smile any brighter if she tried. Ben was really turning out to be a wonderful friend, "Still, I don't want my only friend to get in trouble."

"What do you mean your only friend?" asked Ben in confusion. "I would have figured a nice girl like you would have made a whole mob of friends by now."

Moka giggled and stepped forward to stand in front of Ben. She had a shy blush on her cheeks and she averted her gaze. Ben couldn't help but think she was even cuter when she did it.

"Well…I'm not too good at making friends," Moka admitted. "And besides…"

"Besides what?" asked Ben.

"You've already let me suck you blood!" Moka smiled with a flush on her face, as she cupped it, trying to hide the blush on it. "You should be proud since your blood is just awesome! The texture, the aroma, the vitality, and there's even something in it I've never tasted before! Delicious!"

Rubbing his neck, Ben joked, "Geez, I never thought a friend would comment how great I tasted. I feel like a snack plate."

Moka giggled again. Taking part in the laughs, Ben and his new friend headed for the exit stairway. They still had to deal with some gawkers who fell for Moka on the spot, and started cursing Ben for his luck to hang out with such a hot girl.

"By the way, Ben," began Moka. "What kind of monster are you?"

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

"Oh, I forgot! But you already know I'm a vampire so I thought it'd be alright," she said.

"I'm a bit more complex; you might say I've got so many forms that I'm limited in my human disguise," he told her, at least the cover story Grandpa Max had given him. the story was that Ben would pass on as a mad scientist's creation, and forced to wear a limiter in order to keep the various forms he could transform from overwhelming him. Changing the subject, he looked to her, and commented aloud, "And, well, you don't look like a vampire to me."

"Oh, that's because of this," Moka said, as she lightly pulled her shirt open to expose a silver roasary with a red eyed gem in the center of it.

However, Ben gulped and blushed as he took notice of what was also there: her cleavage. He stuttered and looked away slightly as he asked, blushing, "Um, what exactly am I supposed to look at."

"The rosary seal attached to my choker," she answered, pointing at the cross hanging from her choker. "If it gets taken off, my true form is released. And without it, I can get REALLY scary."

"I find that hard to believe," Ben laughed but he'd learnt to never disregard such information.

"So Ben," Moka asked, as they got into the sunlight. "Where did you go to school anyway?"

"Huh?" Ben blinked. "Oh, I went to school like everyone else in my hometown."

"So you went to school in the human world?" Moka tried to clarify.

"If you mean I went to school with humans, then yes," Ben nodded.

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

When he heard that, Ben flinched at that, almost as if Vilgax had just punched him in the chest… and ripped his heart out. He looked away, kind of ashamed at what she had said. In honesty, after seeing this girl and meeting her, it was kind of understandable as to why she could view humans as monsters. Most of all humanity viewed vampires and others as horrifying evil creatures; this girl was evidence to the contrary, but would have been treated no differently. Basically, they would judge her before they got to know her. If that was the case, and she had an aversion towards humans, then…

"Ben?" Moka asked, seeing the look on his face. It looked like he had gotten depressed all of a sudden. This worried her so, as she reached out to lightly touch his shoulder to get his attention, "Ben, are you…?"

"I'll see you later," he quickly replied, and ran off, leaving her in worry and confusion.

As she saw his retreating form, she asked herself in a whisper, "But… why'd he leave?"

After School

Main Gates

After school was over, and it was three in the afternoon, Ben had did a whole lot of thinking. Currently, he stood at the gate, with his backpack and duffel bag in town, but he also had on civilian clothing on as well. He wore a black T-shirt with a green stripe in the middle with a 10, and green stripe on the sides of his shirt. He also wore brown pants with pockets at the knees and green and white shoes. The Omnitrix was present on his left wrist as usual. He felt since it was after school, he didn't need the uniform. But what he had planned next, he really didn't need it afterwards, but still had the notion of packing it with him anyway.

He sighed sadly, as he looked at the school just one more time, "Sorry, Moka… but rather I leave than have you hate me later." And he turned to walk away.

"Ben!"

A voice cried out, making him stop in his tracks as he turned around. It was Moka, as she ran after him, after finally finding him, and stopped as the two were close enough. She looked at him as she sighed in relief, "Thank goodness, I found you were acting really weird when you left, so I…" but she stopped as she saw the bags, and looked in concern at him as she asked, "Ben? What are you doing with your bags?"

Ben turned around, not wanting to see her face at this point as he answered, "I can't go to this school, Moka." he then nearly lost his breath as she replied, "I'm… I'm going back home… to a human school."

"Huh?" Moka blinked. "A human school?" Her voice nearly froze in her throat as she tried to clarify, "You mean… in the human world?"

"Yeah," Ben nodded. He saw how terrified at that answer, but replied, "It's not because of you, Moka. You're great, but I can't stay here, so… "

"NO, YOU CAN'T!" she screamed out, as she ran to him. "You can't go to a human school! YOU CAN'T!" she grabbed onto his duffel bag, and tried to pull him back from leaving. But he pulled way, trying to get her to calm down. In truth, he had never pictured Moka being as frantic and scared as this. He may have known her for only a day, but this side of her was not something he pictured her to have. Finally, the two stopped, as she was only inches away from him, with only the duffel back they had used for a tug-of-war smooshed between them.

He then noticed that as she held the back, while close to him the whole time, her hands were shaking with fear. He noticed it wasn't just because he said he was going to leave, but it was because he said he was going to a human school. Finally, after a moment of silence, Moka spoke again, but looked down at the bag, not ready to meet Ben's eyes, "I'm sorry, but you see… I just don't like humans very much." Like before, Ben became stiff again, but listened as she explained, "They can be cruel and mean. I know, because I attended human schools, all the way through Junior High."

Ben could only picture the whole thing as she explained it all. "All through middle school everyone ignored me. They made fun of me, and told me vampires and monsters didn't exist. I was so lonely, and felt so different from all of them. Eventually, I thought it would be better if I really didn't exist. I just hate humans!" her voice quivered at the memories of her school time in the human world. But then she looked up to him, as she smiled a little, "But then… but then I met you, Ben. And you said you didn't mind when I told you I was a vampire." Tears streamed down her eyes at that, as she wiped them away and smiled at him, "And for the first time in my life, I didn't feel so alone anymore."

Ben flinched for a moment, feeling like Vilgax had just punched him right through the heart a second time, but this time had crushed it with his bare black clawed hand, "Hey, hold on there. Some humans may be jerks, but they aren't all bad."

"Huh?" Moka blinked. "How can you be sure? How do you know not all humans are bad?"

"Because…" Ben stopped himself for a moment, knowing full well what he was gonna say. But when he looked at her, he knew he had to tell her the truth. So taking a deep sigh, he didn't waste a split second until he told her his secret, "Because… I'm human."

"Wha-?" Moka gasped. "You? Human? H-how did… ?"

"Not exactly sure," Ben sighed. "I was put on an exchange program to Japan. I was told I'm going to school here."

"Bu...but…but," Moka sputtered, looking at him in fear; the smile she had before vanishing. She stepped back, almost avoiding him like he was a plague victim. "It can't be," she whispered, almost shaking with fear in learning he was a human, "It can't be true; you're lying. You have to be; no human could have gotten in here." But she stopped, as she looked in a calm state of shock, at the emotion that Ben had on his face. It was one of a saddened pain of rejection: something she was all too familiar with.

Ben sighed, knowing that Moka was having trouble accepting this. And knew full well she could never accept him at all. Sighing, he turned his back and began heading away from her.

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

"If you're ever in Bellwood, look me up," Ben answered, as he waved back, looking at her with a sad smile planted on his face. "I just hope you don't hate humans by that time." That was all he said before he vanished in the midst of the trees. Moka watched him go before her shoulders slumped and her eyes were trained on the ground.

Moka had been crying after Ben had run off. She had said such a horrible thing to her. Even if he was human, she wouldn't have cared. All she ever wanted was a real friend and…

She looked forward again, and ran after him. After a while, she had gotten pretty far in the forest, going after him. Moka was pushing pretty hard to catch up after him; considering he had a fifteen minute head start after her. She had to tell him that she didn't care if he was human or not, all that she cared about that he had accepted her for what she was. And after seeing him, knowing about him, she needed to accept him as well. She just hoped that the bus didn't pick him up in time.

She stopped in her tracks, as she heard footsteps and stopped in her tracks, hopefully, "Ben?"

It was not Ben, as she looked startled at who it was.

"Hey, babe," Saizou grinned in a sick and perverse way, "Miss me?"

Taking a step back, she gave a frowning smile, as she replied, "Sorry, but I'm busy now."

Saizou lunged forward and grabbed Moka by the arm. She shrieked and struggled, but Saizou was much stronger than she was in her disguise. Pulling her deeper into the woods he threw her against some tombstones before shedding his jacket. "Sorry," Saizou snickered as his body started to swell and his teeth began to sharpen. "I can never seem to hold my disguise when I get riled up."

Moka trembled in fear as Saizou's body grew armor boned ridges and his muscles bulged. She easily recognized what he was after his transformation had finished. Saizou's body grew nearly eight to nine feet in height, and his skin went from a human pink to a disgusting green as he grew ridges on his shoulders, chest, elbows, knees and his muscles bulged, with his fingernails and toenails grew sharp and covered in armored bone. She knew what he was, and to those who have seen Lord of the Rings trilogy, they would have pointed out that this guy was an orc, a vicious and mutilated Elf related to the Monstrel series of monsters, known to be sort of mutt monsters, who could change their bodies into weapons and possess abilities no other monsters ever had. They were mean creatures who didn't bow down to anyone, and would only do so… when they were killed, which was impossible.

She shivered in fear at this sight, until finally…

After a While

Bus Stop

"Geez," Ben sighed grimly as he leaned against a tree. "I can save the universe from evil warlords but I can't keep any friends around." He stared at the Omnitrix. "Maybe leaving this place is a better idea than sticking around. Even if I can turn into any alien I want, I can't really fit in at a place like this. I mean, even if the Plumbers did have a hand in this, why me? Or this place?" he then sighed, allowing a sad smile to appear again, remembering the terrified expression Moka had when she learned the truth, "'Sides, nobody is gonna miss some human like me."

He went to the bus stop, and looked at the bus schedule, before grimacing, "Aw, crap! I have to wait a month for my next ride? So much for that idea." He sighed as he scratched the back of his head, "Maybe if I stayed in my room for a month I'll be-" A sudden shriek pierced the air and Ben recognized that voice. "Moka!"

Back in the Forest

Saizou had a lot of time on her, messing around with her. She was slumped at the base of a tree, slightly shaking. She had been beaten pretty badly, but showed no brusises from his attacks. However, she was covered in what appeared to be slime, or rather saliva. Considering this jerk liked doing a good tongue job, that was probably the case. However, at this point, he was trying to taunt her into changing into her true form, "Hey, c'mon, Babe. Transform. Why bother staying in human disguise?"

Moka had a little strength left in her, as she glared defiantly to him, "Well, for one thing it's a school rule." She then grimaced as she thought, 'And besides…. I can't pull the rosary that seals my powers off.'

"Hey, we're all monsters here, and besides, we're nowhere near school grounds," Saizou snickered as he lashed his tongue out, wrapping it around Moka's left leg. She screamed as he pulled her away, and slammed her back first into a tree trunk. The impact had knocked the wind out of her, as he let go of her, and she fell to the ground. She got on her hands and knees, in an attempt to get back up, but the impact had nearly taken her strength out in the process.

Seeing that she was nearly down for the count, he reached out to Moka with his large hand. "Now gimmie a kiss."

"Noooooooooooo!" Moka cried in fear.

"HEY, UGLY!" Ben snapped. Saizou looked up from where he was attempting to take advantage of Moka. There, he saw Ben, standing defiantly and glaring dangerously at the orc. In truth, had he been an ordinary teenage boy, he'd have been shaking in wetted pants, but five years ago had changed all that. And now, he stood there, defending a dear friend, as he shouted, "Get your hands off Moka!"

"Hmph!" Saizou snorted, not taking the American seriously. "And what's some gaijin going to do about it? I heard western monsters are so weak anyway."

"Yeah right," Ben frowned. "Last warning. LET. MOKA. GO!"

"MAKE ME!" Saizou snorted.

"No Ben!" Moka cried, struggling against the large grip of Saizou. "Please run away! You're no match for him; he'll kill you!"

"Not my style," Ben frowned.

Saizou was getting fed up with his kid, and dropped the vampire, lunging right at Ben. But before Ben could get to the Omnitrix, Saizou had grabbed the poor boy in a powerful grip, nearly crushing him. And iwht all his strength, flung him right through the forest, causing him to fall off the Cliffside that led to the bus stop. Saizou looked down and saw Ben rolling down painfully, and just cackled aloud.

"HAHAHAHAHA! That kid's all bark and no bite," Saizou taunted aloud, "I can't tell if you're a monster or a mouse. You're just too pathetic!"

But then, a pink blur past him, as Moka shouted, "BEN!" and skidded down the cliff side, in an attempt to catch up with Ben.

Saizou growled as his teeth gritted, "She's still going after him? What a load of Crap!" and went after them.

Back at the Bus Stop

Ben had crash landed forcefully on the ground and tried to slowly get up. Nothing was broken or damaged, but boy, did that orc hurt him like crap. That was the last thing he would do: hesitate to use the Omnitrix like that. He slowly got back to his feet, as he rubbed his sore bum, "Next time, Tennyson: run before you leap."

"Ben!" Moka cried out, getting the boy's attention. She slid off the cliff, and immediately ran towards him to help him back on his feet. As she helped him steady himself, Moka looked to him in worry, "You're not hurt, are you?"

"Nothing that bad, just a sore butt," he admitted, but grimaced, "But I think I feel a bit thinner after being crushed like that." But then, he took notice as he heard Moka sob, "H-Hey, I told you, I'm alright. It's nothing too bad…"

"It's not that. I'm sorry, I'm so sorry. About what I said to you, or how you must feel about me now," she confessed. She sniffled a little as she looked at him, "I guess monsters and humans are just too different to get along." She tried to dry her tears away, as she went on, "But still… even though I'm a vampire, the truth is all I ever wanted was a friend, even when I attended school back in the Human World. Whether it was human or monster, I didn't care." She smiled to him, but with a tear or two still shedding, "But now… I don't think it's impossible, not anymore."

When she said that, Ben couldn't help but smile, in both relief and to what she had said to him. He nodded to her, "Thanks, Moka."

But their touching renewal of their friendship was cancelled, as Saizou slid down and landed. He growled as he shouted, "What the hell is this? Some kind of Teen Drama special? Cut out all the Lovey Dovey Shit, Tennyson, and get to fighting!" He pointed to the boy as he declared, "Frankly, I don't care if you can even put up a fight, I'll still snap you like a twig!"

Ben glared at the orc, and then broke away from Moka as he stood in front of her. Fearing he was gonna get hurt again, she pleaded, "Ben, please don't! he'll just end up hurting you again!"

"No, he won't," Ben confessed, "No this time."

He held up his left arm, allowing both Moka and Saizou to get a good look at what was on there. A strange green bracelet with a black and white insignia on it was revealed to the light. Ben pressed something on it, and the emblem popped up to as a holographic image of a humanoid creature with four arms appeared on it.

"Because this time… I'm going hero!" Ben called before he pressed the insignia.

A brilliant flash of light erupted as the Omnitrix's power was unleashed, and right before Saizou's and Moka's eyes, Ben began to transform. His body grew to match the size of Saizou's, maybe an extra head or two in size, as his muscles grew to nearly on par with the Incredible Hulk, and on the elbows were three little spike ridges sticking out from them. His skin turned dark red, and his torso was covered in a white and black shirt. His pants turned black while looping around his ankles with bare two-toed red feet. Under his two massively muscled arms, shot out an extra pairs of arms and both looked like they could smash things without much effort. His head was red and hairless with only a black stripe going down his back and stopping at his eyes, with four yellow eyes. His upper left shoulder had the same symbol as on his watch on it.

After his transformation, he smashed his fists together, and shot his arms out, flexing the powerful muscles in them, as well as everywhere else, as the new Ben Tennyson roared out, "FOURARMS!"

Omnitrix Encyclopedia

Fourarms A.K.A. Tetramand

These people come from the desert planet Khoros. It is a dystopian society which creates powerful warriors as well as tribes, that scavenge for any long lost technology on their home world. They have the ability to create concussive blasts just by clapping their hands together. They are massive, which makes the completion of delicate or tasks in small places hard or impossible. But also because of their muscle mass, they aren't fast on their feet, but make up for it by being able to jump a mile distance, allowing them to get far even if they are not fast runners.

They are considered an intergalactic alien version of the Incredible Hulk, except red and have four arms.

Still, they are reliable fighters and they love to do what they do. In his younger days, Ben used this form the most since it suited his old fighting style: forward and without thinking.

"What the HELL?!" Saizou gasped in shock.

Moka gaped in complete amazement at what she was looking at. She couldn't believe that Ben was capable of changing his form like that. He had confessed that he was completely human, but how could a human do what she had just seen? She didn't think humans could change into giant four armed creatures. Whatever he was, she hoped that Ben would explain afterwards.

"Ahhh," Fourarms grinned as he flexed his arms and fingers. "Just like riding a bike: you never forget!"

"Hmph!" Saizou grunted, turning away from Moka. "So you aren't the wuss I took you for, at least by appearance." He shot a finger, pointing right at the newly transformed Tennyson, and shouted, "Don't know what the hell you are, but you're not stronger than me, and I'm not going to allow you to mess with my fun!"

"Truth be told, I fought bigger opponents than you," Fourarms confessed, as he got ready to fight in a tackling position, and smirked, "Much bigger."

With a roar, Saizou charged with his muscled arms raised. Fourarms gripped his fists and charged with preparation to fight back. Saizou attacked first with his muscled fist. Fourarms retaliated by grabbing the attack with his upper arms before punching Saizou in the gut with his lower fists. Saizou grunted and lost his breath before Fourarms pushed him back, gaining ground. Saizou charged for him, and Fourarms charged after, but didn't expect the Orc to be agile. Saizou jumped up over him, and landed behind him, punching Fourarms in the back. The Tetramand twirled around, hoping to deliver a double swipe punch, but Saizou still dodged him.

For a moment there, Ben thought he wasn't gonna get him. But he remembered something that Gwen had taught him, when she started teaching him Martial Arts. She mentioned that if your opponent was faster, you would just have to anticipate their movements; in other words, know their movements from Point A to Point B. For a moment, Fourarms stopped for only a split second, as he saw Saizou stop in front of him, and saw him turning to the right. After seeing that, Fourarms sharply turned to the left, catching Saizou from behind.

He smirked, "Point A, meet Point B." and pulled all his arms back, and clapped them hard together in front, creating a massive shockwave. The wave hit Saizou pretty hard as his whole body shriveled like being blown hard by a gust of wind. It send the orc flying nearly thirty feet away, crashing into trees, knocking them downward, as well as shattering tombstones. Until finally, Saizou crashed into the rocky wall behind him.

The Tetramand cracked all four pairs of his knuckles, anticipating the next attack. "Give up yet?" asked Fourarms with a smirk.

Saizou snapped as his eye twitched; he wasn't gonna let this foreigner beat him up like he was. "No…WAY!" Saizou snarled, before he charged at him, and unleashed a powerful uppercut into Fourarms' chin, knocking the alien back. Despite the Tetramand's invulnerability, that punch made him a bit disoriented as he staggered a bit. Seeing the weakness, the angry orc continued his attack by tackling Fourarms and smashing him into several tombstones and a tree. He then finally threw the Tetramand towards a few tombstones, smashing into them as he saw the alien stagger to get his footing back up.

"Agh!" the Tetramand groaned, as he shook the stars out of his head. He glared at the ground, as he huffed, "Okay! Time to get serious!"

"Ben!" the voice of Moka cried out to him, before the girl in question dashed to his side.

"Huh? Moka?" Fourarms blinked. "Hey, you gotta get back! This is dangerous stuff!"

"I don't care!" Moka cried out to him, "I just don't want you to get hurt!"

"It comes with the hero territory," Fourarms grunted as he began to get up, and wiped a little blood from his lip. "Besides, I'm used to it."

As he was getting up, Fourarms' upper left hand missed its grip. Instead of grabbing a tombstone to help get up, he grabbed Moka's rosary. Oblivious to it, he pulled and with a loud metallic sound, the rosary came off cleanly.

"Huh?" Fourarms blinked as he looked at the cross in his second right hand. "Uh-oh."

Moka only had a moment in confusion, "The rosary… it came off?"

She then gasped before she was engulfed in a dark aura. Fourarms covered his eyes from the aura, and peaked through his fingers to see what was happening to his friend. What he was seeing was freaky to say the least. A swarm of dark bats engulfed her, almost shielding her from the outside world, as she suddenly began to transform before him and the orc. Her hair turned silver and her fangs became more pronounced. He body also seemed to fill out in more of an hourglass figure. As Moka seemed to become more aware, Fourarms could see that her eyes had turned red and slitted. The dark bats flew away, dissipating as the newly transformed Moka stood before the two hulking creatures, and glared dangerously all around them.

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

"Yeah….I knew that," Fourarms gaped at his friend. It was like she was a completely different person now! Extremely hot… but dangerous at the same time. Boy, did he know how to pick girls.

As she looked around, she took notice of Fourarms, almost calmingly glaring at him as she spoke out, "So, I take it you're the one that broke the seal and released me?" she took in the sight of Fourarms, scanning him up and down, and Moka-sama purred , allowing a small smile to appear, "Hmmm, how interesting. I don't think I've ever seen a monster like you before. An American?"

"Well, I sure ain't from around here," Fourarms answered as he got to his feet. He then nervously asked her, not wanting to mess with her at all, "You want in on this fight? You sure look like you can handle yourself."

"If only you knew," Moka-sama smirked. "I'll take him myself."

"Huh?" Fourarms blinked in shock at that, but asked in concern, "You sure about that? I mean…"

"Don't look down on upon me, Benjamin Tennyson," Moka-sama shot coldly. "After this, you have some explaining to do." Her eyes narrowed a bit as she shot out, "I detest liars."

"Hey, I didn't lie!" Fourarms objected, holding all four of his hands up in defense.

"You told my other self you were human," she accused, and pointed at him, "Right now, there's nothing human about you."

"Well…most of the time, I am," he answered with an embarrassed look on his face, scratching his left cheek, doing his best to avert her gaze. The look kind of unbecoming of that of a Tetramand Warrior.

She snorted, "Whatever. I'll deal with you…" but pointed to the orc before them, "… after I deal with this trash." She began to hop in place, and then she stretched her arms. "It's been so long." She cracked her knuckles and flexed her fingers while popping her neck. "Looks like this might be a decent workout at least." She yawned a little. "Now, come on, orc. Didn't you want to give me a kiss?" she taunted.

"Don't mock me!" Saizou roared as he lunged at Moka-sama, as he shouted, "Once I beat an S-Class Vampire, and take this Gaijin down a peg, my rep'll go up! If I take you down, they'll say I'm the strongest!" His huge hand reached to grab Moka-sama. The silver-haired vampire reached out and grabbed his finger, effectively stopping his assault.

"Urk!" Saizou grunted, trying to move his arm.

"No way," Fourarms gaped.

"What's wrong? Didn't you want to give me a kiss?" Moka-sama asked mockingly, her grip never flinching, even as Saizou struggled to break free from her. "Typical. All size and nothing else."

In a flurry of movement, Moka used a single kick which slammed into Saizou's head. The orc cried in pain as he was sent sailing through several trees with loud crashes. Fourarms was pretty sure that he had seen some of his teeth fly out of his mouth too. He could only blink at what he had seen Moka-sama accomplish.

"Wow," he blinked. "She might be able to take on Vilgax."

"Know your place," Moka-sama growled at the downed orc.

She turned around and walked towards the Four-Armed Being… just as Saizou got up and charged right at her. Sensing him coming, she was about to turn around and deliver another roundhouse kick. That is, until a large red blur past her, and tackled Saizou, skidding to a halt and entrapping the orc in a powerful four-armed bear hug. Moka-sama, in some repsect, was a bit stunned by the action, as she stood to see the Tetramand slowly crushing the orc.

Saizou strained, unable to even fight back from the immense strength, and also feeling a few bones breaking but nothing too life threatening. Finally, Fourarms hissed out, "Attacking from behind… that's low even for you." The muscles in his legs tensed up, as with all his might, shot nearly a mile high in the air. Once they were high up enough, Fourarms let go of his opponent, and grabbed him by the shoulders. Before gravity had its hold on both of them, Fourarms flipped him over his head, and shouted, "TAKE A CHILL PILL! AND START BREATHING THROUGH YOUR NOSE! YOU'RE GETTING SPIT ALL OVER THE PLACE!" and with all his incredibly ridiculous strength, used all four of his arms to toss Saizou straight towards the school, screaming until finally, he crashed in the outskirts behind it.

Fourarms landed back on the ground, in a crouched position, as he huffed out, "Bye, Bye."

But his small victory was over with, as he turned to nearly come face-to-face with the Inner Moka, despite the size difference between them. Even though crouched as he was, they were at eyelevel, and she was still glaring daggers at her. But it wasn't because he had stepped in, it was probably because he hadn't explained the situation about him and his watch, or his current form. Turning to the four-armed being, she noticed that the insignia on his shoulder was flashing red. His entire body then flashed green before he returned to his human form. Frowning, she started walking towards him, determined to get some answers.

"You have ten seconds to explain what you just did," Moka-sama frowned. "I suggest you use them wisely."

"R-right," Ben nodded. He raised his arm and revealed the Omnitrix. "This thing I'm wearing, is called the Omnitrix. You may not believe it, but it's a piece of alien technology developed by one of the smartest of intergalactic geniouses. It gives anyone who wears it the ability to change into any alien they choose from the selection lens, and use whatever abilities that alien has. Think of it literally as walking a mile in another's shoes."

Moka-sama frowned slightly at him, her arms folded across her chest. Ben was slightly afraid that she would kick him like she did Saizou. Saizou's kick he could survive, but from her… he really didn't want to go through that. He felt relieved when she released a sigh.

She rubbed her temple as she spoke up, "Your tale sounds too farfetched to be true, but considering how humans believe monsters are not real, I have no room to talk." Moka-sama frowned still, reaching out, as she grabbed her rosary.

Ben shrugged, "Sorry about the rosary. I didn't think it could easily break off like that. Though, as Fourarms, strength isn't a question on…"

"I'm guessing my other half neglected to tell you," Moka-sama interrupted as she explained, "In all the years since the Rosary seal was placed upon me, no one, strong or weak, not even myself, has ever successfully broken the seal before." And then looked to Ben, as she smiled a little, "Except you." But her smile disappeared as she warned, "However, you made a good choice to watch over my other side. Don't screw up."

With that, Moka-sama reattached her rosary to the chain. In a flash of light, her hair changed back to pink and everything about her softened back into the Moka that Ben knew. She was sleeping and falling, which Ben stopped by catching her.

"I have the strangest friends," Ben sighed.

Back on Campus

Ben had returned to the campus, carrying Moka in his arms, and took her to his room: the only sensible location considering he didn't know where hers was. She had rested comfortably on his couch, until she awoke, and saw Ben. Once she was fully awakened, he had decided to tell her the truth about his whole history. The summer where he had discovered the Omnitrix, and the adventures that followed after that discovery. In honesty, he thought the Moka he knew would have had the same reaction that the Inner Moka gave him. Though hers was a bit more in surprise than calm.

"So, aliens actually exist?" Moka asked with some disbelief.

Ben and Moka hung out in his dorm room for some privacy on the discussion. There, Ben explained about when he'd found the Omnitrix and some of the people he'd met since getting it, as well as the many experiences, adventures, and perils he, Gwen, and Grandpa Max had gone through that fated summer. Moka found the fact that aliens might exist fascinating. The adventures Ben had were very exciting too.

"Sure do," Ben nodded. "The Tetramand form, Fourarms, is one of them. There's a whole lot more in the Omnitrix too. And each one's more different than the last." But then he looked to Moka as he asked, changing the subject, "So… you're okay? About me being a human?"

Moka was a bit taken by that question, but shook her head, and answered, "I told you, whether you're human or a monster, it doesn't matter to me, Ben. You're the first friend I've had ever, and I don't want to lose that." She then asked, "What about you? Are you still going to leave the Academy?"

Ben sighed as he lenaed back on the couch, and replied, "Well, I think waiting in here for a whole month for the bus to come back here would be tedious, and it would raise a whole lot more questions than before." He then smirked, "And, truth be told, I've seen stranger things or beings before vampires. I'm used to anything; this campus is just something I'll get used to before I graduate here."

She smiled brightly at his decision to stay here, and things seemed to patch up well. But Moka then shyly looked away as she blushed, a bit embarrassed about what she was going to ask next. "Can I see?" Moka asked curiously, pointing to the Omnitrix, "The other forms you have there."

"Sure. Why not," Ben smiled. He brought up the Omnitrix, as he activated it. The lens lit up as a holographic image of Fourarms appeared, and with the others, he simply had to twist the lens around to showcase the other aliens on the device. "Okay, this one is what I like to call Fourarms. Next is XLR8, a real speed freak…"

Moka sat next to Ben and listened to him explain the various different forms he could change into. She was happy to know that their friendship had been fixed. She was actually looking forward to seeing what kind of things were going to happen next. But more importantly, she was looking forward to what would happen next, as long as she was with him. And for Ben, he felt the same way, even if they didn't tell each other.

The Next Day

Ben, back in uniform, arrived at school with high spirits. Walking through the gate, he whistled a tune he'd heard his Grandpa Max whistle while driving the Rust Bucket. "Ben!" he heard and turned around to see Moka running towards him, "Good morning, Ben!"

"Oh, hey, Moka!" he waved. "Morning."

"Ben!" she shouted as she lunged at him, and then grabbed onto him in an embrace with him returning it… before biting his neck.

CHU!

"ACK!" Ben exclaimed as she began to drain him. Looks like his days in Youkai Academy weren't going to be dull after all.

Next Chapter: Sucs to B-Us and Flies; Breakfast or Friend?