Cherreads

Chapter 205 - 11-

Ultimate Heroes Part II

Once again, Ben found himself about to train with Tōsen. Both were back out in the courtyard, Ben waiting anxiously as Tōsen drew his zanpakuto. Off to the side, Lilynette was sitting down beside Harribel's Fraccion, who had received permission to watch from their leader.

"I believe you are finally ready to face my Bankai, Ben," Tōsen said once he had fully drawn his sword. Ben had a strong feeling that was what they would be going over and wondered what Tōsen was capable of. "You must remember that all Bankai are different but hopefully this will show you that once a Captain uses theirs, you must be prepared for anything."

Ben nodded as he activated his Ultimatrix, scrolled to the alien he wanted, and slammed the dial down. In a flash of green light, he had changed into an alien that resembled a human-sized, red manta ray.

"What alien have you turned into now?" Tōsen inquired, the familiar noises easily indicating that Ben had transformed.

"I call this guy Jetray!" The alien declared in a raspy voice.

"Another fish guy?" Apacci asked, not particularly impressed by the alien's appearance. "Wonder what he can do."

"A new alien, hmm?" Tōsen mused. "Well, let us see how well you do with this one." He held his sword up with his right hand and placed his left upon the crossguard's ring. Jetray's eyes narrowed as the ring suddenly started spinning. As it spun, it started getting noticeably bigger. At first, it was as big as Tōsen's hand and then all of a sudden grew to be as big as Tōsen himself! "Bankai!" Tōsen declared. Suddenly the ring detached from Tōsen's zanpakuto and somehow managed to split itself into ten rings that encircled the Soul Reaper.

"Okay," Jetray muttered at the sight. "Not what I was expecting."

Instead of responding to the hero's quip, Tōsen slashed the air with his sword and the rings scattered. Jetray was about to attack, thinking the rings were coming at him, only to be confused when the rings instead formed a large perimeter around him. Jetray tensed, wondering what sort of attack they were going to do.

Suddenly something that could only be described as a dark void began to form within the rings before oozing out of each one like a giant blot of ink. Jetray watched in amazement as the darkness from each ring mixed with each other, shaping into what seemed to be a giant black dome. And he was inside it.

Off to the side, Lilynette and the others watched as the giant dome was completed, the rings forming ropes that connected the dome to the ground.

"Now we can't see what's going on!" Lilynette whined in annoyance.

"So this is Tōsen's Bankai," Mila Rose said with narrowed eyes. "I wonder what it's really capable of."

"And whether or not Ben has what it takes to overcome it," Sung-Sun added.

"Ben will," Lilynette said and the other girls were taken aback by the sheer amount of confidence in her voice. "I know he will."

"Don't be too sure of him, Lilynette," Mila Rose cautioned the smaller girl. "Tōsen is a former Captain of Soul Society, one of their best fighters. Ben will probably have to do something very clever to get himself out of this one."

"Just watch!" Lilynette snapped at her. "Ben's gonna kick Tōsen's butt and come out of there like it was nothing. You'll see."

Apacci sneered. "You seem pretty attached to Ben, Lilynette. Since when you were two buddies?"

"Since I had somebody who I could actually spend time with instead of just lying around like Starrk does," Lilynette replied smartly. She looked back at the dome, her gaze intense. She mentally cheered Ben on, confident that he would succeed.

Once the dome was complete, Jetray could see absolutely nothing. Not even the hand in front of his face. He blinked a few times but it was so dark that he couldn't tell if his eyes were open or closed anymore.

"What is this supposed to…?" Jetray wanted to ask but froze when he realized that although his mouth was moving, no words were coming out. Jetray cried out or at least tried to, but was still unable to make a sound. He wasn't just unable to see, he wasn't able to speak either.

He had little time to adjust to this development when he felt a light cut across his stomach. Jetray silently screamed in pain as he staggered. Tōsen had attacked but he hadn't seen him coming. He hadn't heard anything either! Then it dawned on the wielder of the Ultimatrix: this was Tōsen's Bankai. As long as he was in this dome, he couldn't see, hear, or talk. Though he could apparently still feel, as the cut he had received hurt a lot. Out of curiosity, he took a quick sniff and found that he couldn't smell anything either. So this dome disabled four of his five main senses. Jetray tried to think of a strategy when he felt another cut, this time on his back, and it was a little deeper. Jetray fell to the ground. He definitely understood why Tōsen had warned him about Bankai. If all the Captains were capable of something like this…

Jetray figured that if he could escape the dome, then he could regain his senses and come up with a better strategy. Even if Tōsen wasn't aiming to kill him, he wouldn't last long if he just stood there and kept getting injured. With no other choice, Jetray shot into the air, hoping to fly straight up and out. His only hope was to move faster than Tōsen could attack. But instead of getting his senses back, Jetray felt himself slam into a wall. The impact was strong enough to stun him and Jetray could feel his body plummet to the ground below.

He winced as his back came in contact with the ground, sand getting in his cut. If that didn't make matters worse, he felt the flat of Tōsen's sword strike him, this time with enough force to send him reeling backward. Okay, so he couldn't just leave the area. Looks like the only to get his senses back was to beat Tōsen. But how was he supposed to beat someone he could only feel? Jetray froze as an idea came to him. On instinct, he reached to where the Ultimatrix dial was on his chest and felt himself transform.

Tōsen said nothing as he heard the familiar sound of Ben changing aliens. Throughout this session, he clearly had the upper hand. He heard a whooshing sound, signifying that this Jetray alien was capable of flight, and then the sound of something hitting a solid surface. So Ben thought he could escape Tōsen's Bankai and learned the hard way that it was impossible. Of course, Ben had no way of knowing the only way to regain his senses was to touch Suzumushi's hilt. So Ben had decided to use a different alien? Tōsen couldn't deny his curiosity, wondering if Ben's adaptability would help him overcome this obstacle. Tōsen charged forward and swung his sword again. This time he froze when he felt his zanpakuto strike something unusual. It felt like he had cut into something that was partially liquid. He had little time to ponder this when he felt the substance latch onto his blade and move along towards his hand. He tried to pull away but felt himself being pulled forward and then his entire body was engulfed in the strange, liquid substance.

Ben realized he could see the moment he pulled Tōsen into his body. Since he needed to allow Tōsen to hit him in order to attack, Ben had turned himself into a vaguely humanoid alien composed entirely of a green slime-like substance, the Ultimatrix symbol on his chest while a small ufo hovered above him.

"Gotcha!" The slimy alien said in a high pitched, though smug tone. He shifted Tōsen around within so that the Soul Reaper's head was sticking out but the rest of him was still stuck in the alien's body.

"As before, you continue to surprise me, Ben," Tōsen said, trying to get free and finding it difficult to. "So, I'm assuming you have transformed into a formless alien with a body composed of pure liquid."

"That's right," the hero said. "That's why I call him Goop!"

"Well done," Tōsen genuinely complimented. "As you have no doubt realized, my Bankai, Suzumushi Tsukishiki: Emma Korogi, creates a vacuum that nullifies all of my opponent's senses except for touch, and that no one can escape it save those who touch the hilt of my zanpakuto. Of course, if you manage to hold the entire sword at once like you have, that works as well."

"That's a crazy power you have," Goop said respectfully. "Bankai really are dangerous. Kinda wish Aizen had told me what the other captains could do."

"Take it as a sign of his confidence in you, Ben," Tōsen told him. "So, about this Goop form of yours? It is capable of reforming itself from any attack?"

"That's right," Goop said, flexing his arms even though Tōsen couldn't see.

"Even an explosion?" Tōsen suddenly asked.

"Uh…why?" Goop replied hesitantly.

"Hado #31! Shakkaho!"

A red ball of light formed in Tōsen's hand before exploding. The explosion made Goop rupture, spreading his body all over the place. Goop felt his body reform but noticed that he couldn't see or hear anything again. Kidō. He should have known Tōsen might use Kidō, and he had a feeling Kidō would be used more in this match. Goop knew it was time to dial in someone else since Tōsen wouldn't fall for the same trick twice. He reached down and tapped the Omnitrix again. Even though he couldn't see himself transforming, he could certainly feel it taking effect. If Tōsen could see, he would notice that Ben had transformed into an alien that resembled a vaguely humanoid being with a black and yellow striped body, crab-like pincers for hands and feet, and a metallic head that actually hovered between his shoulders instead of being attached to his body. However, Tōsen did know that Ben had transformed again and to him, that was all that mattered. He decided not to take chances.

"Bakudo #9, Geki!"

Tōsen made a series of hand signs in the air as his body began to emit a red energy. Ben felt energy coursing through the air and found that he was completely incapable of movement. Tōsen had cast a Bakudo spell that left him completely immobilized. He couldn't attack, block, or even switch into a different alien.

Of course, Ben didn't really need to move for what he had planned. Lodestar had power over magnetism, including making himself attractive to any metallic objects nearby.

Tōsen was about to follow through with another attack when he felt a tugging sensation on his zanpakuto. He didn't have much time to wonder because the next thing he knew, his zanpakuto flew out of his hands!

Lodestar might not have been able to see, hear, or smell, and at the moment was unable to touch anything conventionally, but he was able to feel Tōsen's zanpakuto with his power. With a bit of effort, he had the sword slide along his body and into his hand. The moment he did, all of his senses were restored.

"It worked!" Lodestar declared happily. "Guess Suzumushi was no match for my magnetic personality."

Tōsen frowned. "An alien with magnetic abilities as well. I should not be surprised; you have an alien for everything."

Lodestar chuckled, trying to move but found himself still immobilized.

"But while resourceful, you have not won," Tōsen reminded him. "You have my sword but as you cannot move, I can simply retake it. I believe I have won, Ben."

If Lodestar could scowl, he would have but he knew Tōsen was right. Lodestar was pretty tough but near useless without metal and the only metal was his…

Wait.

Lodestar took in his surroundings. It was dark but definitely not as dark as when he was blind. He could vaguely see the rings above him and Tōsen, some sort of Japanese symbol he couldn't translate, and wires that extended from the rings to the ground, giving the impression of a giant black tent. Lodestar looked back at Tōsen and chuckled. The Soul Reaper frowned at this sudden change in attitude.

"Ah, Tōsen," Lodestar said cockily. "My power works on all things metal." He created a glowing green energy field around himself.

Tōsen couldn't see what Lodestar was doing but he could certainly feel the hero's power taking effect. "What are you…?" He stopped when he heard a shaking sound. Soon it was coming from all across the dome. At first, the former captain was confused by what was taking place but soon he realized, gaping in shock. "Ben, are you trying to…?"

But his words died as the rings holding the dome in place shot off from their positions and towards Lodestar like bullets. The hero winced as the ten large rings struck him simultaneously, his head ringing from the impact.

"Maybe that wasn't such a good idea," he muttered to himself.

"W-what the?!" Apacci yelled. For a while she and the other girls had just sat there, waiting for something to happen. Then all of a sudden the rings disappeared into the dome, which proceeded to vanish, and then they saw Tōsen and a metal-headed creature, obviously Ben, covered in the rings while holding Tōsen's zanpakuto.

"You turned into a new alien!" Lilynette exclaimed excitedly. "And this guy's magnetic?"

"Yep," Lodestar grunted in discomfort. "Lodestar is very attractive wouldn't you say?" All four girls gave him deadpan looks at that. "Tough crowd." He released his hold on the rings and zanpakuto, causing them all to fall to the ground in a clanging heap.

"Incredible," Tōsen muttered. "Never before has anyone ever tried to break my Bankai that way." He became quiet as if troubled by something before shaking his head. "Well done, Ben."

Lodestar rubbed a pincer across the back of his head. "Thanks, Tōsen." A flash of green light and then Ben was standing in Lodestar's place.

"I have confidence that you can handle the Bankai of the captains," Tōsen told him as he went over to pick up his sword. "But always be on your guard."

"Got it," Ben said, still thinking about when he was first affected by Tōsen's Bankai. It also made him worry about what the captains were really capable of.

"I believe that concludes your training for today," Tōsen declared, the rings having reverted back into one small ring that was reattached to his zanpakuto. "Though I think there is little else for me to teach you. We can still spar if you wish."

"Sounds good," Ben said politely.

Tosen nodded before turning around and walking back inside Las Noches.

"Hey!" Ben called to him, stopping the Soul Reaper. "Were you able to figure out anything else about that strange guy in Karakura Town?"

"I'm afraid not," Tōsen admitted. "Except for another of his abilities. Apparently, he can now shoot fire and red energy blasts of intense heat."

Ben raised a brow at that. Fire and red heat beams. He put his hands in his pockets. "I'm starting to think this guy's from another universe. That or he's somebody who showed up in my universe that I didn't know about."

Tōsen nodded. "I see. Thank you for your time, Ben." He resumed heading back into Las Noches.

Ben had little time to think about this new development when Lilynette latched onto his neck. "I knew it! I knew it!" She shouted, causing Ben to wince since she was screaming right into his ear. "I knew you could beat him!"

"He didn't actually win, Lilynette," Sung-Sun pointed out to her. "At best it was a draw."

"Oh, what do you know?" Lilynette growled at the other Arrancar.

"Certainly more than you," Sung-Sun said to the side.

"What was that?!" Lilynette let go of Ben's neck and stomped over to Harribel's Fraccion. "You want to fight, Sung-Sun?!"

Apacci laughed. "Want me to help, Lilynette? I've wanting to get at this bitch for some time now."

"My, what's this, Apacci?" Sung-Sun snidely retorted. "Too scared to fight me without someone else helping you?"

"What?!" Apacci snarled. "I'll take you on right…!"

Ben decided to intervene before things out of hand. "Okay, enough!" He put a hand on the Ultimatrix threateningly. "Don't make me go Upchuck on you."

All four girls blanched at Ben's threat, especially Harribel's Fraccione, even Mila Rose, who had done nothing to warrant it.

Apacci narrowed her eyes at him. "You wouldn't."

Ben raised a brow at her. "Wouldn't I?" He challenged.

The girls all tensed as Ben's hand moved to activate the Ultimatrix.

"Okay, okay," Lilynette held her hands out in front of her, backing away from Sung-Sun. Apacci quickly followed suit. "Happy now?"

Ben smiled, removing his hand from the Ultimatrix. "Yes. Very much so."

The girls shot him irritated looks but said nothing in case he decided to follow through on his threat after all.

"Come on," Ben told them. "Training's over, so let's go and do something fun."

"Oh? Mind if I join you?"

The group turned to face the one who addressed them. Walking their way was an Arrancar Ben didn't recognize. He was male judging from his voice and body build, but he also looked quite effeminate. He had curly black hair that was unevenly cut, making it looked slanted on his head, and three pink stars above his left eyebrow. The remains of his Hollow mask were attached to the side of his head like a hair accessory. His shirt had long sleeves that covered his arms and hands. Aside from two square-like openings on the sides that revealed his abdomen, his shirt also had an opening just below his left arm where his zanpakuto was sheathed.

Mila Rose narrowed her eyes. "Luppi Antenor. What are you doing here?" Ben looked over and noticed that Apacci and Sung-Sun were also sporting looks of contempt.

Luppi just flashed Mila Rose a cocky grin. "Now, now, Mila Rose. Is that any way to address an Espada?"

Ben and the girls' eyes widened, Apacci stammering for a few minutes before collecting herself. "An Espada?!"

"~That's right~" Luppi sang as he shifted the opening on his right, revealing a big black 6 on his hip. "You didn't think Grimmjow would be allowed to keep his rank after what he did, did you? Tosen cut off his arm and incinerated it, not leaving any trace."

"He did what?!" Ben exclaimed, stunned by this revelation.

Luppi just smirked at Ben. "Since Grimmjow is now too weak to be in the Espada, he had to be kicked out."

"And Lord Aizen made you Grimmjow's successor," Sung-Sun looked away, most displeased with the new development.

Ben was shocked. He had never been given the actual details of what happened after Grimmjow and his gang went to Karakura Town and he was not expecting the aftermath either. His thoughts were cut off when Luppi walked right in front of him, lavender eyes piercing into his own. Ben yelped and took a few steps back. Luppi sneered at the display.

"Ben Tennyson," he said mockingly. "The great hero who can transform into a bunch of aliens. Both Nnoitra and Grimmjow were really interested in you." There was something malicious in Luppi's tone and his sneer looked sinister, causing Ben to think there might be more similarities between this guy and Grimmjow than he would have guessed. "Since I've already taken Grimmjow's rank, it's only fair that I take down the guy he was so eager to beat. I hope you'll give me a challenge."

Ben tensed up and prepared to reach for the Ultimatrix. He had just got done training and now he was about to get into another fight.

"Knock it off, Luppi!" Apacci warned. "Lord Aizen already got onto Nnoitra and Grimmjow for fighting Ben; do you really think he'll let you do the same?"

Luppi directed his smirk towards Apacci now. "Oh, but Lord Aizen gave me permission."

"What?!" Lilynette and Harribel's Fraccion shouted at once, Ben was too surprised to say anything.

Luppi tilted his head and shrugged his shoulders, looking like a playful child. "When Lord Aizen gave me my rank, I asked if I could spar with Tennyson. To see how well I did against him."

"And Lord Aizen just let you?" Sung-Sun asked incredulously.

Lilynette huffed. "I think Lord Aizen did it because he knew Ben would win so there was nothing to worry about."

Luppi scowled at Lilynette, all childishness gone. "Watch it, Lilynette. You may be Starrk's Fraccion but I'm still an Espada. You will talk to me respectfully." He looked over at Harribel's Fraccione. "That goes for you three too. I have nothing against Harribel since she's Number Three but I thought she'd teach her Fraccione better manners.

Okay, Ben had had enough of this guy. "Back off," he warned. "I don't care if you're an Espada or not, don't talk to my friends like that."

Lilynette, Apacci, Mila Rose, and Sung-Sun stared at Ben who smiled at them in turn.

Luppi scoffed. "Your friends, huh? Well, if it makes you feel better, you can all attack me at once. I want a real challenge after all."

Ben clenched his fists. Nnoitra and Grimmjow were bad enough but this guy was way more obnoxious than either of them. The guy needed to be taken down a peg and since Aizen had, apparently, gave his permission for this, there was nothing for Ben to be worried about.

"I'll take you on by myself," he declared. While Ben was confident, he also wanted to face Luppi alone because he didn't want to risk the others getting hurt.

"Ben, are you sure?" Sung-Sun asked. "I'm sure the four of us together can take him down."

"What do you mean four?" Lilynette frowned. "There's five of us."

"You can fight?" Apacci asked and it was hard to tell if she was being serious or just joking.

"Why you…!" Lilynette looked ready to attack Apacci.

"So," Luppi spoke up, his voice dropping. "You're so sure that you can take me on by yourself? Let me guess, you think that just because I'm not Grimmjow, that you're better than me?!"

"You really like to talk don't you?" Ben said as he activated the Ultimatrix and began scrolling through his aliens.

Luppi fumed as Ben found the alien he was looking for and slammed the dial down. As she shielded her sight from the flash of green light, Lilynette wondered if Ben was going to use another new alien. After the light passed, the Arrancar looked to see a new alien, and one unlike any they had ever seen before. This alien was encased in a large suit of armor that resembled an oven or furnace with arms and legs.

Luppi laughed at the appearance of this new alien. "What kind of alien is that?! It looks ridiculous!"

"This is NRG!" The new alien proclaimed in a Russian accent. "Now are we going to stand around and talk? Or are we going to fight?"

Luppi cocked his head. "This will be too easy." He drew his sword from its sheath.

Lilynette and the others quickly put some distance between the combatants and themselves. "Do you think Ben can do it?" Apacci asked.

"You still doubt him?" Lilynette glared at the other Arrancar.

"Lilynette, Ben does have skills but we've never actually seen him beat any of the Espada," Mila Rose reminded her. "And Grimmjow would have killed him if Nnoitra hadn't gotten in the way."

Lilynette became downcast as she realized that Mila Rose spoke truthfully.

"I doubt he should have any trouble against Luppi," Sung-Sun reassured her. "Luppi may be an Espada now but he was originally just a lowly Numeros until an opening was conveniently available. I believe he was chosen only to fill in the gap and nothing more."

Unfortunately for her, Luppi happened to hear that. He glared over at the girls. "After I'm done with Tennyson, I'm coming for you, Sung-Sun!"

"Your fight is with me, Luppi," NRG shifted his stance. "Unless you're scared."

Luppi trembled with rage. "You bastard! Entangle, Trepadora!"

NRG tensed up. So Luppi was going straight into his released state, something only Cirucci had done since he arrived in Hueco Mundo. He wondered what sort of tricks the new Sixth Espada had. A surge of power poured from Luppi's body and a cloud of smoke erupted from his position, hiding him completely. NRG waited for Luppi to make his next move, seeing that he had now had plenty of cover for a sneak attack.

Just then a large white tentacle shot out of the smoke. NRG crossed his arms as the appendage struck him, pushing him back.

"Wow," Luppi's voice taunted from the smoke. "You guarded yourself pretty well. I didn't think you had what it took to stop my attack but then again, if you could give the former Six a tough time, I'd be disappointed if you didn't." Luppi emerged from the smoke, finally revealing his released state. He had gained a bone-like structure over his upper body and a skull-like cowl upon his head. Aside from the tentacle that he had just launched at Ben, there were seven more, each emerging from his back, a total of eight. "But, can you really stand a chance in a fight where it's eight against one?"

NRG said nothing, simply looking at Luppi for a moment before he began to chuckle, earning a frown from the Espada.

"Is that all you can do?" NRG asked him.

"What?" Luppi growled at him.

"Eight against one is easy for me," NRG explained.

Luppi grit his teeth as how he was being disregarded by a lowly human. He launched a tentacle straight at NRG again, the appendage striking his armor with a clang. Much to the new Espada's shock, although NRG was pushed back, he only moved about a few inches. Before he could retract his limb, NRG wrapped his arms around the tentacle.

"My turn," the alien said as he lifted the tentacle up and yanked it over his shoulder. Luppi, unprepared for such a maneuver, could do nothing as he was flung through the air and slammed back-first onto the ground. He clenched his teeth in pain from the impact.

"Yeah!" Lilynette cheered from the side. "Go, Ben! Show that jerk who's boss!"

"That armor is quite durable to withstand an attack from an Espada," Sung-Sun noted. "But why does this alien possess armor compared to the rest of Ben's aliens?"

"We'll just have to ask Ben after this fight," Mila Rose said.

Luppi sat up, hissing from the pain in his back. He looked over his shoulder at the armored alien, glaring daggers at him. "You!" He got to his feet. "You're pissing me off!"

He swung all of his tentacles in a clockwise motion at the hero, the combined force enough to blast NRG off his feet, hitting the ground a few feet away with a large thud. He tried picking himself up when four of Luppi's tentacles shot towards him again, wrapping around each of his limbs before hoisting him into the air. The girls felt their breaths hitch as Luppi smiled smugly.

"Too bad, hero," Luppi said. "I can't wait to see the look on Grimmjow's face when I tell him that I beat Ben Tennyson before he could." He shot NRG a look of false disappointment. "But is this really all you can do? I was hoping that with your little Ultimatrix thing, you'd put up a better fight than this. Maybe it's because you picked a useless alien. Oh well, them's the breaks. Maybe I should take that Ultimatrix from you and give it to Lord Aizen."

"Sheesh," NRG grunted. "You really do like the sound of your own voice."

Luppi snarled. "You can't do anything but you're still making fun of me? Do you honestly think you can still win like this?"

"Been in worse scrapes than this," NRG said casually. "This is routine back home."

Luppi was trembling with anger now. "You're going to pay for not taking me seriously, human. Maybe skewering you some will teach you some manners."

Luppi raised a free tentacle, spikes bursting out of the tip.

"Luppi, you bastard!" Apacci cried out. She, Mila Rose, and Sung-Sun went to come to Ben's aid but then three more of Luppi's tentacles shot towards them, wrapping around their bodies. They grunted and struggled but to no avail. Luppi had them completely immobilized.

"Hey!" Lilynette shouted. "Let them go!" A Cero began forming around her eye before she launched it at Luppi. The Espada wasn't able to dodge the blast, his form completely engulfed by the light. Lilynette grinned, but it fell the moment Luppi revealed himself to be completely unharmed.

"What was that?" He sneered at her. "That Cero was weaker than a Gillian's, how could you possibly think something like that would hurt me?" He shrugged as he turned away, acting as if Lilynette wasn't worth looking at. "Sadly, I have most of my hands full so I can't deal with you right now. But don't worry, after I'm finished with these three, you're next."

Lilynette glared at him but Luppi spared her no mind as he looked back toward NRG. "Now where were we?" He slashed at NRG with the spiked tentacle.

"Ben!" the girls cried.

But Luppi's spikes didn't skewer NRG. They didn't even scratch his armor. Instead, the spikes broke the moment they made contact. Luppi gaped. "What?!"

"Whoa," Apacci stared. "What is that armor made of?"

"I don't know," NRG admitted. "Only tadyenite, the hardest substance in my universe, can cut through it."

Luppi was absolutely livid. "Oh yeah? That armor won't protect you, you freak! I'll break through it and make you pay for looking down on me!"

NRG began to chuckle, completely confusing all the Arrancar before it became full laughter.

"Why are you laughing?!" Luppi demanded.

"Protect me?" NRG asked. "Oh no, my armor is not meant to protect me. It's meant to protect everyone else from me!"

"Wha…" Luppi started to ask when he felt the tentacles he had wrapped around Ben begin to warm up. "What- what are you doing?!"

"Just heating things up," NRG replied and Luppi's tentacles felt even hotter. They were burning now! Luppi cried out in pain, releasing NRG.

"You," Luppi breathed viciously. "What did you do?!"

"NRG is living radiation," NRG explained. He then fired a beam of red light from the visor in his helmet, striking Luppi in the chest. Luppi cried out as the blast knocked him on his back. The tentacles holding up Harribel's Fraccione fell to the ground. NRG charged forward just as Luppi was starting to sit back up. The sixth Espada would have made a scathing remark and attacked again, but any words he was about to make died and his eyes widened when he saw the massive, armored alien coming right at him. He couldn't even defend himself as NRG cocked a fist back and slammed it right into his face, knocking him back even further.

Lilynette fist-pumped the air, smiling with glee, "Go, Ben!"

NRG ran over to the tentacles that held the rest of the girls. "Hang on!" He told the closest, Apacci. "I'm going to get you out of there."

Apacci grimaced as she struggled against her bonds. She hated how easily she and the others had been captured. They had underestimated Luppi. Speaking of which, the new Sixth Espada was shaking in rage. He was one of the Espada, the most powerful fighters in Lord Aizen's army. How could a human, regardless of any abilities, be making a fool out of him?!

Before NRG could come up with an idea of how to free the girls, they were hoisted up into the air again. NRG turned to see a very angry Luppi glaring at him.

"I'm going to kill you, human," He vowed. "Lord Aizen doesn't need someone like you! You're going to die!"

NRG fired another blast at Luppi but the Espada dodged with Sonido. The hero looked around, trying to figure out where his enemy was going to strike next.

"Looks like you're not very fast in that big suit."

NRG looked up to see Luppi hovering above him, his smug look had returned but his anger was still noticeable.

"How do you plan to beat me when you can't even touch me?" Luppi taunted as he brought the girls closer to him. "Now, you three were so eager to help your precious human out, so I guess this means you are trying to fight me four on eight. Now, which of you should I deal with first?" His eyes darted back and forth across the girls before landing on Mila Rose. "Ah yes. I always thought you had such a scandalous body, Mila Rose. Almost as bad as Harribel herself."

Mila Rose gnashed her teeth at Luppi's lewd comments. Said Espada's smirk grew as he raised his tentacle with the spikes. "I guess I can poke some holes in you while your poor hero tries to think of a way to save you."

NRG clenched his fists in anger over how Luppi was willing to hurt the others and try to rub it in his face. If he could get this suit open, he could fight Luppi more evenly. Sadly, NRG didn't know how or if it was even possible. Plus, he didn't want the radiation to affect the girls. Time to dial in someone else.

Luppi paused his attack when he saw the green light shining below him, signifying that Ben had turned into a different alien. After the light faded, there floated a blue, jellyfish-like alien with green eyes, white stripes resembling lightning that ran along his body, and six tentacles. His body itself was split into three, skirt-like segments; the Ultimatrix symbol present on the middle section of the alien's body.

"Who are you supposed to be?" Luppi demanded.

The jellyfish alien raised his top tentacles. "Call me AmpFibian!" he cried.

"So now you're trying to copy me?" Luppi asked, eyeing AmpFibian's tentacles. "Well they say imitation is the greatest form of flattery. But flattery won't save you!" Luppi's five remaining tentacles shot towards AmpFibian, each one attacking from a different angle to enclose and trap the alien. Luppi's smirk turned triumphant as all five struck simultaneously.

Lilynette froze when the tentacles connected. AmpFibian had made no move to defend himself and she couldn't see anything really impressive about him in the first place. She tried convincing herself that Ben knew what he was doing when he chose this alien but it wasn't doing her much good at the moment. "Ben!"

Luppi laughed. "Yes! That human was so high and mighty, thinking he could take me on. Sorry, Tennyson."

"Ugh, maybe I should've gone with Wildmutt. At least then I wouldn't have to hear you."

"What?!" Luppi cried as AmpFibian actually emerged through the tentacles, his body transparent. Once he left the tentacles completely, his body regained its solidarity.

"H-how did you…?" Luppi stammered.

"Yeah, I can go intangible," AmpFibian said nonchalantly. "Now then…" He flew towards Luppi. At first, the Arrancar thought he was going to attack but instead AmpFibian reached his tentacles towards Apacci, Mila Rose, and Sung-Sung, the appendages actually extending to touch them. The moment his tentacles came in contact with them, he made his body intangible again. And this time, they became intangible too.

"What?!" Luppi yelled as the girls, no longer solid, slid through his tentacles. AmpFibian wrapped his own tentacles around the three and lowered them gently to the ground.

"That was weird," Apacci said with a shiver as AmpFibian made them all tangible again.

"But I'm not complaining," Mila Rose said, nodding appreciatively towards Ben. "Thank you, Ben. AmpFibian. Whatever."

"You're welcome," AmpFibian said before looking back up at Luppi, who looked like he was on the brink of having a fit. "Now if you'll excuse me, I've got someone to deal with."

"Allow us to help," Sung-Sun said as she pulled her sai from her sleeve. "It's the least we can do for you helping us. Besides, I would like to get my payback personally."

"Fine by me," AmpFibian replied.

"You…all of you," Luppi snarled. "Who do you think you are to look down on me?!" He swung all eight of his tentacles at the group. AmpFibian put his tentacles back on the girls' shoulders and activated his intangibility, Luppi's passing through them harmlessly.

"I'll get his attention," AmpFibian said after canceling out his intangibility. He flew up to face the Arrancar directly. "So, let me ask you something. Is this all you can do? I mean, Grimmjow was more of a fight than you are."

Luppi narrowed his eyes. "What did you say?"

"I mean, seriously, that guy was a real fighter. He had me on the ropes and he hadn't even used his Released State. But you? You're using it and I'm still kicking your butt. I guess they'll make anyone an Espada these days."

"Why you!" Luppi shot another tentacle at him. AmpFibian moved to the side before aiming his own tentacles at him. Lightning fired from the tips of his limbs, striking Luppi directly. Luppi cried out in pain as the electricity surged through his body.

"Electricity, huh?" Lilynette said as she watched the spectacle. "He is a jellyfish after all so I guess that makes sense."

Once AmpFibian ceased his attack, he observed the damage. Luppi's mouth twitched and his eyes looked glossed over. He was effectively stunned and disoriented. "Now!"

The girls struck simultaneously; Apacci's chakrams struck Luppi's shoulders, Mila Rose's sword slashed his abdomen, and Sung-Sun's sai hit the side of his head.

Luppi hissed from the blows, staggering a few steps back in the air. AmpFibian narrowed his eyes when he noticed that the attacks were only superficial.

"Since he's in his Released State, our attacks didn't do much damage," Apacci said before grinning. "But it definitely felt good."

"You should stop now, Luppi," Sung-Sun warned him. "Regardless of what you've said, Lord Aizen will be upset if he hears that you just tried to kill Ben like your predecessor. He might even deem you unfit to be an Espada and replace you with someone else. It's for the best that you quit now and save yourself some dignity."

By now Luppi looked to be on the verge of having a breakdown. "I'll kill you!" he declared.

AmpFibian narrowed his eyes, seeing that Luppi might actually try to kill them. They needed to take him out and fast. Just then he spotted something out of the corner of his eye and got an idea. "You know something?" he said "I think you need to cool down!"

Then with surprisingly speed, he tacked Luppi. Unprepared, Luppi put up no defense as the two plummeted. Luppi assumed that AmpFibian was trying to slam him into the ground again, but he was actually heading straight for the pool. Just as they were about to make contact, AmpFibian pulled away, allowing the momentum to continue carrying Luppi until he splashed right into the water, tentacles and all.

"Nothing like a nice relaxing dip in the pool," AmpFibian joked as Luppi surfaced, thrashing around wildly. He zeroed in on the wielder of the Ultimatrix and looked ready to attack when AmpFibian raised his own tentacles. Luppi's eyes widened when he realized what the hero was about to do. He moved, either to attack or to escape, but it was too late as AmpFibian fired into the pool. Luppi screamed as electricity surged through the pool and himself. His body felt like it was on fire, ironic since he was in a pool. His last thought as he felt his consciousness slip away was the utter denial that a human had managed to make him look like a fool. Then he could hold out no longer and darkness consumed him.

AmpFibian ended his attack once he saw Luppi collapse. He reached out a tentacle and pushed his opponent's head backwards so that he was floating belly-up in the water. When Luppi didn't stir, he finally changed back to normal.

"Finally," Ben said in relief.

"Yeah!" Lilynette cheered, jumping in the air for emphasis. "Ben! That was awesome!"

"I had my doubts," Sung-Sun admitted. "But you have been full of surprises so far, Ben."

"Ha!" Apacci jeered at the unconscious Luppi. "Serves him right for flaunting a rank that Lord Aizen granted him instead of him actually earning it."

"Numeros like him should be grateful that Lord Aizen even considered them as candidates for the Espada," Mila Rose nodded. "It seems he really was just a placeholder."

"I still can't believe Grimmjow was actually demoted," Ben said before frowning. "I also can't believe Tōsen cut his arm off. I mean, I get that he messed up but cutting off his arm? That's a bit much don't you think?"

"It would be better if we got the full story from Tōsen and Lord Aizen," Sung-Sun said to Ben.

Ben sighed. "I guess."

"Hey, Ben," Lilynette spoke up.

"Hmm? What's up, Lilynette?"

Lilynette was suddenly nervous, avoiding eye contact with Ben and even shifting her foot across the sand. Ben was confused by this sudden mood.

"So," Lilynette looked at him for a brief moment before looking away again. "You really see us as your friends?"

That got the attention of Harribel's Fraccione, looking back at Ben, who suddenly felt more outnumbered than he had ever been in his entire life.

"Well, sure," he admitted. "You're all fun to hang around and you've all been nice to me. For the most part." He added with a chuckle.

Harribel's Fraccione flinched at the small reminder and lowered their heads in shame.

"Yeah," Apacci rubbed the back of her head. "We never really apologized for that, did we?"

"For what it's worth, we are sorry for the way we initially treated you," Mila Rose said sincerely. "We assumed you were no different than the other males of Hueco Mundo who prey upon females like us. We see now that we were wrong."

"Well, I can't really blame you for that," Ben reassured her. "I mean, sure I got annoyed that you wouldn't let me explain myself but after all the stuff you've put up with before, I understand."

"It doesn't matter," Sung-Sun interrupted. "What matters is that we misjudged you before we really got to know you. We're sorry."

Ben saw that there was no talking the girls out of it so instead he just smiled. "It's okay. We're cool." He looked over at Luppi. "So, what do we do about him?"

"I say nothing," Apacci said. "Guy tried to kill us. No worries for me if he drowns."

"He looks fine to me," Mila Rose said. "I'm more worried about the pool, to be honest."

"We might need to clean it out," Sung-Sun added before eyeing Ben. "Since you allowed him to contaminate it."

Ben chuckled weakly, seeing that despite the girls being nicer to him, they still weren't friendly to the other males. He was about to see if the water was safe enough to touch again when Mila Rose suddenly jumped behind him, drawing her sword.

"Wha…" was all he managed to say when Mila Rose slammed into his back, knocking them both down. Shaking his head, Ben looked over his shoulder at her. "What was that for?"

Mila Rose sat up. "Nnoitra," she spat.

Ben quickly shifted around and saw that Nnoitra was indeed standing before them, that toothy grin on his face. He slumped tiredly. "And this day started out so good too."

Nnoitra cackled as he spotted Luppi floating in the pool. "Unbelievable. After the trouble Lord Aizen went through to make you a member of the Espada, you go and get defeated so easily. Course, I'm not too surprised. If you really had what it took to be one of us, Lord Aizen would have made you an Espada ages ago." He turned his attention back towards Ben. "Course I'm impressed. You fought Luppi in his Released State and still won. Now if you were an Arrancar, Lord Aizen probably would've made you Grimmjow's successor." He laughed. "How ironic would that be? After all the crap Grimmjow put you through, you might have gotten his rank."

Ben picked himself up as he ignored the taunt, his eyes never leaving Nnoitra. "You're here to fight me now, aren't you?"

Nnoitra laughed through his teeth. "No kidding!"

"You tried to attack him while his back was turned!" Mila Rose shouted at him. "If I hadn't blocked your attack, who knows what would have happened."

Nnoitra scoffed. "Quit the righteous bullshit, Mila Rose. Like you and your friends over there would actually fight fair in a real battle. Anything goes, right? That includes attacking someone while their back is turned. "

Ben's eyes furrowed before sparing Mila Rose a quick glance. "Thank you for that, Mila Rose."

"You're welcome," Mila Rose said, her eyes still on Nnoitra. "I can't believe he's trying this again after everything Lord Aizen has said."

"I'm not too surprised," Ben said as he started reaching for the Ultimatrix. "Guys like him will do whatever it takes to get what they want."

Nnoitra brought his axe down on the ground, kicking up a massive cloud of dust. "I already told you that if anyone is taking you down, it's me, hero. Grimmjow tried it, Luppi tried it. Apparently I need to set things straight."

Apacci and Sung-Sun drew their weapons as they stood beside Ben and Mila Rose. Lilynette's brow furrowed as she reached towards the stub of her broken horn. In a flash, she pulled out her scimitar and hopped over to join the others. Nnoitra just sneered at the sight. "So all five of you are going to fight me? That's fine. Like a bunch of weaklings helping you is going to make a difference, Tennyson!"

With a burst of Sonido, Nnoitra appeared directly before the group, swinging his axe in a wide slash. The sheer force of the attack kicked up more sand and sent the others flying back. Ben quickly activated the Ultimatrix and scrolled through the selection. His eyes landed on the alien he wanted and he slammed the dial down. In a flash of green light, he turned into Chromastone.

"Another rock alien, huh?" Nnoitra looked at Chromastone with disinterest. "Diamondhead looked way tougher. What can this guy do?"

Chromastone grinned at him. "Why don't I show you?" He raised his hands and fired a beam of light at him. Nnoitra's eye widened as the beam struck him in the chest, blasting him backward. Apacci followed through, throwing her chakrams at the Fifth Espada. Much to her frustration, they simply bounced off his skin without leaving a scratch.

"Ha!" Nnoitra laughed as he picked himself up. "As if you could cut through my Hierro, Apacci." He turned toward Chromastone. "Still, you caught me by surprise, Ben. So this guy has energy attacks, huh? How about he tries mine?!" Nnoitra stuck out his tongue, yellow energy gathering around the tip. Seeing that Nnoitra was charging up a Cero, Chromastone straightened his posture, putting his hands on his hips and posing heroically. Nnoitra, who was unaware of Chromastone's power, was confused by this. All the same, he fired his Cero, watching as the beam shot toward the hero. His eye widened as the moment the beam impacted Chromastone, it actually disappeared into his body. Chromastone grinned once more and raised his hands at Nnoitra, firing an even bigger blast than before. Nnoitra was too dumbfounded to move as the light engulfed him.

"Moron!" Apacci taunted as the blast created a massive explosion. "Chromastone can absorb energy and redirect it. Shooting a Cero at him was the dumbest thing you could have done!"

Suddenly Nnoitra's axe shot out of the smoke of the explosion right at her.

"Look out!" Chromastone cried, firing a blast of light from his hand. The blast connected with the axe, throwing off-target.

"So," Nnoitra emerged out of the smoke, his clothing singed and the spoon-like hood torn at the side. "Absorb energy and redirect it huh?" Chromastone was put off by the change in the Espada's demeanor. He looked, distracted, for lack of a better word. Nnoitra spoke to himself and Chromastone thought he could just hear the words. "Just like her." Who was Her?

But then Nnoitra shook his head and that arrogant smirk was back on his face. "Don't think you're going to win just because of that little trick. All this proves is that a Cero wouldn't do any good against you. That's fine!" He grabbed the chain of his axe and pulled it closer to him. But instead of picking his weapon up by the handle, he yanked on the chain and started twirling it, causing his axe to spin above his head like a lasso. The sheer speed of the rotation was strong enough to create a whirlwind. "I don't need my Cero to win!" He flicked his wrist and his axe shot at them like a spear. Chromastone raised his hands and an energy barrier formed around him and the girls. The axe struck the shield harmlessly. Nnoitra gritted his teeth at the unexpected move.

"You didn't tell me that Chromastone could make shields!" Lilynette exclaimed as her alien friend lowered the barrier.

Chromastone laughed at her, causing her to glare at him. "You never asked."

"Your aliens are just full of surprises, aren't they?" Nnoitra grumbled in annoyance.

Chromastone ushered the girls closer to him. "Okay, he's focused on fighting me so we'll do the same thing we did with Luppi; I'll keep his attention on me while you guys attack whenever you can."

"That's not really much of a plan," Sung-Sun told him. "What if we accidentally hit you?"

"Don't worry," Chromastone reassured her. "I may not look like it but I'm pretty tough."

Lilynette looked over to see what Nnoitra was doing, only for her eye to widen when she saw him in the air, his axe coming down upon them.

"Did you really think I was going to just let you come up with a plan?!" he demanded as he attacked.

Chromastone's response was another energy blast to Nnoitra's chest, knocking him back down. When he tried to rise, Chromastone ran up to him and got him with an uppercut. Nnoitra was once again knocked off his feet and flat on his back. At first, Chromastone thought he had won, but Nnoitra got to his feet far faster than he had predicted and he was struck in the side by his axe, the blow sending him flying into a heap of sand.

"Lilynette, look after Ben!" Apacci said. "We'll take care of Nnoitra!"

Lilynette wasn't thrilled at the fact that she wasn't participating in the fighting but she also wanted to see if Ben was okay. "Got it!" She ran over to where Chromastone had landed.

"Alright!" Apacci shouted to her teammates. "Let's go!"

"Oi, Apacci! You're acting like you think you're in charge again!" Mila Rose chided.

"I agree. You need to watch that mouth of yours, Apacci," Sung-Sun added. "But you're right."

Nnoitra laughed. "And what are you three going to do?"

The girls responded by charging their own respective Cero.

"Just because you won't use a Cero against Ben…" Sung- Sun said as she began gathering pink energy in her hand.

"Doesn't mean we won't use them against you!" Apacci declared as red energy gathered around her horn.

All three girls fired their Cero at once; a mixture of red, orange, and pink heading straight towards Nnoitra.

Chromastone got to his feet in time to see the girls' combined Cero hit Nnoitra, creating another explosion.

"Ben!" Lilynette called out as she reached him. "Are you okay?"

"I'm fine," Chromastone told her. "I told you, Chromastone's pretty tough."

Lilynette looked over at the pillar of smoke from the girls' explosion. "Think that did anything?"

"Couldn't tell but I'm not betting on it," Chromastone replied with a frown.

His worries proved true as Nnoitra stepped out of the smoke. His clothes had suffered some more damage but he was unharmed.

"You honestly thought that would work?!" He laughed at Harribel's Fraccion. "It doesn't matter how many Cero you fire at me, the three of you are too weak to hurt me!"

"Right, that Hierro of his," Chromastone grimaced in remembrance.

"Please tell me you've got an alien that can hurt him," Lilynette pleaded.

"The hard part is figuring out which one can," Chromastone told her. His eye widened as Nnoitra battered Sung-Sun to the side. "Unfortunately I might not have time to think about it!" He ran forward as Mila Rose and Apacci struck him simultaneously, only to find that their attacks weren't even scratching him. Nnoitra headbutted Mila Rose in the face and backhanded Apacci. Both girls fell back from the blows, leaving themselves wide open for Nnoitra to attack. But as he was about to swing his axe, Chromastone slammed his hand on the Ultimatrix symbol, transforming into Humungousaur. Nnoitra only had enough time to gasp in shock before he found himself on the receiving end of a backhand from the colossal dinosaur.

"Whoa!" Lilynette called as she went to join the others. "And what's this guy called?"

"Humungousaur!" said alien bellowed, flexing his arms for emphasis.

"Do you really need to shout your name like that?" Apacci asked.

"Not really," Humungousaur admitted with a shrug. "I used to do it a lot more, though."

"What, just shout out your name like that?" Apacci asked. "Why?"

Humungousaur opened his mouth to explain, only to be interrupted by Nnoitra.

"Oh, you're a big one now, Tennyson," he said with glee at Ben's latest form. "Let's see if he's as tough as he looks!"

Humungousaur roared before charging at Nnoitra head on. Nnoitra followed suit, raising his axe as he ran to meet his opponent. Just as he swung the axe, Humungousaur managed to grab it by the sides, giving it a tug and launching Nnoitra right towards his fist. Nnoitra slumped over from the sheer force but still didn't look hurt.

"Well, well," he looked up at Humungousaur arrogantly. "This guy's big but he doesn't seem to have much strength to him. Guess not even your aliens can beat my Hierro."

"Maybe I'm just not hitting hard enough!" Humungousaur countered, using his fist to hurl Nnoitra into the air.

Just as the Espada was falling back down, the hero punched him with his other fist, knocking him back. But Humungousaur knew his opponent was far from out and charged forward to continue his assault. Nnoitra lifted his head and saw his reptilian opponent rushing towards him. He swung his axe into Humungousaur's leg, causing him to fall face-first into the sand. Nnoitra got back up and swung his axe in a downward slash. Humungousaur quickly rolled out of the way before the weapon could make contact. He then spun around, lashing out at Nnoitra with his long tail. Nnoitra managed to block it with the handle of his axe, his feet digging twin trenches in the desert. This gave Humungousaur an opening and he lunged at the Fifth Espada, tackling him to the ground. Humungousaur didn't let up as he proceeded to pummel Nnoitra with everything he had. After a few minutes of relentlessly pounding his fists on the Arrancar, he let up his attack and got off of him.

"And stay down," Humungousaur said with finality.

Unfortunately for him, Nnoitra simply looked at him in boredom. "That was it?" he asked. "That's all you've got with this alien?"

Humungousaur grit his teeth in aggravation. Even some of the toughest foes back home couldn't move after a beating like that from him. What did it take to get through Nnoitra's defenses?

"Well if that's all you can do," Nnoitra kicked sand right in Humungousaur's eyes, causing the big alien to cry out and rub at them. "Then you picked the wrong alien!"

Just as he was about to attack, he felt something bump against his back. He looked over his shoulder to see that Sung-Sun had tried attacking him again.

"You did say anything goes like stabbing someone in the back, right?" she taunted.

In an almost bored manner, Nnoitra rammed his elbow into her stomach, knocking the wind out of her.

Humungousaur had just managed to clear his eyes again when he saw that happen. "Sung-Sun!"

He wasn't the only one as Apacci and Mila Rose moved to attack him again, fuming when they saw that their attacks still weren't doing any damage.

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