Nnoitra scoffed once more at their futile attempt. "I thought getting to fight all of you would at least be interesting but this is just pathetic. You Fraccione aren't worth my ti…" he was cut off when Lilynette appeared out of nowhere and struck her scimitar against the side of his head. She had a fiery look of determination when she first attacked, but it changed into one of fear when she saw that she had not made any progress either.
"Lilynette!" Humungousaur cried out.
"So you're seriously trying to fight me, Lilynette?" Nnoitra asked, looking very bored. "You should have just stayed by Starrk's side where you belong." He raised his hand to attack her, only for Mila Rose to appear behind her and pull her out of the way by the collar of her uniform.
"We can't afford to hold back anymore!" she shouted to Apacci and Sung-Sun, ignoring Lilynette's thrashing and cries of protest. "We need to use our Resurrección!"
"I hate that Ben has to see our Released States this way instead of during our sparring," Sung-Sun said. "But I see that it can't be helped."
"Let's do it!" Apacci shouted. "Thrust…"
Suddenly Apacci was engulfed by an explosion, shocking everyone present as she was flung back, sliding across the sand, her body and clothes slightly burnt.
"Apac..." Mila Rose tried to call out for her teammate when she too was caught in an explosion.
Sung-Sun made to check on them when a new figure came at her. Sung-Sun barely had time to block this new assailant's sword with her sai. This newcomer, obviously an Arrancar, had a turquoise mark on his right cheek, and an eyepatch over his right eye. The remains of his Hollow mask took the form of a circlet around his head. His sword resembled a rapier with a scaled guard, a chakram-like opening above the hilt and below the rest of the blade, and spikes running along the hilt's rim.
Nnoitra frowned at this latest arrival. "Tesra, what are you doing?"
"They were about to go into their Released States, Lord Nnoitra," Tesra answered, still locked with Sung-Sun. "I did not wish them to release and then attack…"
"Did you honestly believe that I would need help against three weaklings like these?! Released State or not, they would never hurt me!" Nnoitra yelled. Tesra froze at his anger.
"My apologies, Lord Nnoitra," he said softly.
Nnoitra rolled his eye before bringing his attention back toward Humungousaur. "Well, I guess it's just you and me, Ben."
Humungousaur looked over at Apacci and Mila Rose, who were managing to sit up despite the sudden surprise attack. Tesra noticed this too for his eye narrowed.
"Damn," Apacci grumbled, rubbing herself. "Cero Cornea. Tesra's special move."
"Didn't think he would actually step in to fight us," Mila Rose said. "Guess he was just too fond of Nnoitra to object."
"I knew that wouldn't kill you," Tesra said to them, despite still being in a deadlock with Sung-Sun. "But I thought it would do some damage to you. Perhaps I should have used a stronger Cero."
"Ha! As if that would be enough to take us down!" Apacci bragged at him. "I'm gonna get back for you for that sneak attack, Tesra!"
"I say we deal with him first," Mila Rose said as she readied her sword. "Then we can go help Ben out."
"Don't think you've won just because there are three of you," Tesra cautioned them. "I will still take you down for the sake of Lord Nnoitra."
"Stay out of this, Tesra!"
Said Arrancar flinched at Nnoitra's command. "L-Lord Nnoitra…"
"I don't need help to deal with these five," Nnoitra firmly stated. "Stay out of the way!"
Tesra stared at his leader for a moment before lowering his head. "Yes, Lord Nnoitra." He removed his blade from Sung-Sun's and started backing away from her.
"Man," Humungousaur said, looking back and forth between Nnoitra and who he assumed was his Fraccion. "Is Aizen the only one you're not a jerk too?"
"Just because Nnoitra told you not to interfere!" Sung-Sun said, darting at Tesra. "Doesn't mean we won't take you out!"
Unfortunately for her, Nnoitra attacked faster than anyone could have anticipated, hitting Sung-Sun with the bladed part of his axe.
"Sung-Sun!" Apacci cried when suddenly Nnoitra appeared right beside her. She moved to attack, only for Nnoitra's hand to pierce her abdomen. "Guh!" She groaned as blood gushed out of her open wound.
"Apacci!" Mila Rose yelled before rounding on Nnoitra. With a roar, she swung at him, only for Nnoitra to catch her blade barehanded.
"How many times do I have to tell you," he said, dropping his axe to grab her arm with his free one. "That's not going to work!" He then snapped her arm with a sickening crack. Mila Rose cried out in pain, unable to defend herself as Nnoitra punched her in the face. She collapsed at his feet.
Now Humungousaur was furious! He bellowed at the top of his lungs before dashing forward. Nnoitra turned towards him, ready to attack, but Humungousaur would have none of it. He scooped up a handful of sand, and considering how large his hands were, that was a big handful. He tossed the sand in Nnoitra's face. The Arrancar yelled, staggering back and rubbing his eyes much like Humungousaur himself had done earlier.
"Lord Nnoitra!" Tesra tried to warn him but it was too late. Humungousaur smashed his fists against the side of Nnoitra's head, knocking him to the ground. He then grabbed Nnoitra by the leg, swinging him overhead and back down on the ground, before he did it again.
"Do you really believe you'll break my Hierro if you just keep hitting me?!" Nnoitra yelled, clearly more angry than hurt.
"Won't know unless I try," Humungousaur growled at him. He started walking backward. Nnoitra thought Humungousaur was finished and was about to attack again when Humungousaur started running at him. Nnoitra opened his mouth, about to fire a Cero, when Humungousaur leaped high into the air despite his large size. In the air, his body started changing. The hero was not only getting bigger, but the scales on his body were shifting. A crest formed on his forehead, stegosaurian plates began emerging along his back, while three separate plates appeared on his shoulders; slightly resembling armor, and spikes grew out of his tail. When he finally stopped growing, he had reached sixty feet tall. And he was falling right on top of Nnoitra.
"Lord Nnoitra!" Tesra cried as Humungousaur body-slammed his leader, creating a shockwave that blasted all the others back.
"Oof!" Lilynette cried out as she was thrown back on her butt. "Geez. A big alien that gets even bigger. No wonder this guy's called Humungousaur. Oh no! The others!" She ran over to Sung-Sun, who had a nasty cut along her chest from Nnoitra's blade. The older girl clutched her stomach in pain. "Hang on, Sung-Sun! Once Ben kicks Nnoitra's ass, we'll go get you and the others some help."
"What foolishness," Tesra said, picking himself up off the ground. "You really believe this human will defeat Lord Nnoitra?"
"Of course he will!" Lilynette said and Tesra was stunned by the sheer conviction in her voice. "Ben can do just about anything!"
Tesra frowned, saying nothing as he looked over at the large dust cloud made from Humungousaur's shockwave. A shape became visible through the cloud. Both Lilynette and Tesra tensed, waiting to see who would emerge first. But Lilynette's face turned to sheer joy when Humungousaur, back down to his original size, was the one who stepped out.
Lilynette actually felt tears of joy forming in relief. "Ben!"
"Hopefully he'll stay down this time," Humungousaur let out a grunt before spotting Apacci and Mila Rose. The former was gritting her teeth in pain while the latter was cradling her broken arm. Humungousaur took three giant steps towards them and scooped them up. "Come on. We're getting out of here."
Suddenly Humungousaur felt an incredible pressure on his back, the sheer weight actually forcing him to his knees. His eyes widened at the implications. "Oh no." He looked over his shoulder. "Please no!"
The cloud dispersed, revealing Nnoitra, his body surrounded by a yellow aura.
Humungousaur growled. No matter how many times he knocked this guy down, he just kept getting back up. Luppi was nothing compared to this guy.
Humungousaur quickly but gently placed Apacci and Mila Rose on the ground. "Lilynette! Try to get them out of here. I have to deal with Nnoitra."
"Got it!" Lilynette said with a nod. "Come on, girls."
Mila Rose, who was in better shape than her teammates, got up to her feet, throwing Apacci's arm over her shoulder and helping her up. Lilynette did the same for Sung-Sun.
Tesra narrowed his eye and prepared to attack when Humungousaur's beefy hand grabbed him by the shirt and hoisted him up so they were eye level.
"Don't even think about it," Humungousaur snarled at him before throwing Tesra to the side.
"You think I'm going to let them walk away from this, Ben!" Nnoitra called to him. "Nobody is leaving here!"
"Let them go, Nnoitra!" Humungousaur ordered. "Your fight's just with me!"
"So they can run off to Harribel and cry like pussies just because they got hurt?!" Nnoitra asked rhetorically. "No. This is what they get for challenging me. They need to learn their lesson!"
Humungousaur raised his fists. "You are asking for it, Nnoitra!"
"I underestimated that alien of yours, Tennyson! But that's not going to happen now!" He raised his axe above his head. "Time for you to see what the Resurrección of a real Espada looks like! Pray, Santa Teresa!"
Energy began flowing out from the empty space of Nnoitra's top blade before creating another explosion. Humungousaur took a fighting stance, wondering what Nnoitra's Released State was compared to Cirucci's and Luppi's.
When the smoke cleared, Nnoitra's Resurrección was revealed. He now sported four arms, each one clawed with an insectoid carapace. Each one was holding a long black scythe with golden tassels at the end. Nnoitra himself now had a golden marking that ran from his forehead to under his right eye, in addition to white tendrils that covered his torso to the sides of his abdomen, and a pair of horns. The right one was noticeably shorter than the left, causing the horns to somewhat resemble a crescent moon. His eyepatch was gone, revealing a gaping hole where his eye should be, slightly covered by skeletal teeth. Humungousaur realized that this was his Hollow hole and mask remains. Nnoitra's smile was so wide that the hero was surprised his face hadn't split already.
"Now," Nnoitra raised his scythes. "Where were we?"
Humungousaur tightened his fists, waiting for Nnoitra to make the first move.
"Come on!" Lilynette urged the other girls. "Let's get out of here!"
"No, I won't let Nnoitra have the satisfaction of seeing us run away! Let's just use our Released States," Apacci said. "You know an Arrancar heals when they use their Resurrección."
"Ben wants you three to get out of here," Lilynette pointed out.
"We-we can't just leave him to take on Nnoitra by himself," Mila Rose argued. "He's already done so much for us. We should return the favor."
"And how do you think Ben will feel if you get hurt even more?" Lilynette countered.
"We are the Fraccione of Lady Harribel, the Third Espada," Sung-Sun said. "We are stronger than that brute believes us to be." She slowly raised her sai. "Str…"
"Don't even think about it!" Nnoitra yelled at them, raising his scythes.
"Leave them alone!" Humungousaur yelled, throwing a fist. Nnoitra crossed the handles of his scythe together, creating a makeshift shield, and planted his feet firmly in the ground. Humungousaur's fist connected but the hero's eyes widened when Nnoitra didn't budge an inch. The Arrancar leered up at him.
"Not going to work anymore, Ben," Nnoitra started pushing and Humungousaur found himself being moved back! Nnoitra gave one final push and Humungousaur fell onto the desert ground. Nnoitra raised one of his scythes and swung it down, Humungousaur just barely rolling out of the way in time. Nnoitra slashed with another scythe, then another. It was all Humungousaur could do to keep out of Nnoitra's range.
With a burst of strength from his powerful legs, Humungousaur kicked off the ground, jumping further away from the Espada. Nnoitra simply grinned and leaped after him, looking like a demented, horned praying mantis. Humungousaur jumped up to meet him, catching Nnoitra off guard as he was tackled back onto the ground. Humungousaur quickly pinned down all of his enemy's arms.
"Gotcha," Humungousaur said with a smirk. Unfortunately, it was replaced with a look of confusion as Nnoitra smirked at him.
"Do you?" He asked. Before Humungousaur could even remotely figure out what he meant, another pair of arms suddenly shot out from within Nnoitra's shirt, piercing into Humungousaur's chest. Humungousaur grunted in pain from the attack.
"Ben!" Lilynette cried in worry.
Nnoitra retracted his newest arms before sticking out his tongue to start charging a Cero. Humungousaur pushed himself off of Nnoitra, not wanting to risk a Cero at point-blank range, but this gave Nnoitra an opening as he slashed Humungousaur across the chest with his blades. Humungousaur cried out as he fell to his knees, clutching his wound.
"Oh no," Apacci breathed, staring at the sight in horror.
Nnoitra twirled a scythe. "You didn't put up a bad fight, Ben," he said. "But I was hoping you'd do better than this."
"Leave him alone, asshole!" Lilynette shouted despite herself. Nnoitra looked over at her with disinterest.
"Oh, what guts you have, Lilynette," He said. "Are you saying you want to fight me?"
"Lilynette stop," Apacci said. "You're no match for him!"
"I don't care!" Lilynette shouted, her anger focused on Nnoitra. "He's nothing but a coward who won't fight anybody unless he has the upper hand."
Nnoitra frowned at her words. "Coward, you say?"
"Anything goes in a fight huh?" Lilynette taunted him. "Probably because you don't have the balls to fight somebody head on!"
That got on Nnoitra's nerve. "Who the fuck do you think you're talking to?!" He exploded on her. "I am the strongest Espada! Nobody can cut me down with their sword!"
"If you were the strongest, wouldn't you be number one instead of Starrk?" Lilynette countered. "I bet that whole talk about your Hierro being the strongest is just that. Talk. Bet Starrk, Harribel, Ulquiorra, and Baraggan can all cut through you easily."
Nnoitra's clenched his scythes tightly. "You little shit," He dashed at Lilynette, ready to cut her down. "Let's see how tough Starrk is when he can't fuse with you anymore!"
Lilynette took a fighting stance. She knew her chances were beyond slim, but she was at least going to do her best.
"No!" Humungousaur cried. He slammed his fist on the Ultimatrix dial. Spikes popped out and a green light surged through his body.
Seeing the flash from the corner of his eye, Nnoitra turned around, expecting to see a new alien. Instead, he saw something else.
Humungousaur had changed. He was now even bigger than he was at his average height, was far more muscular, and now featured green skin. Humungousaur also now possessed a dark blue turtle shell with spikes that ran down each side. His chest and torso were covered in dark blue plates, sporting five spikes on either end. His tail now had a mace at the tip. On his head was a dark blue helmet with three spikes running down the top, and black horns on the side that pointed downward. His knuckles had silver barrels and his fingers now had claws. Altogether he looked like a massive, bipedal ankylosaurus.
"Ultimate Humungousaur!" he roared.
"U-ultimate?!" Nnoitra exclaimed before Ultimate Humungousaur rammed him.
"Y-your aliens have second forms?!" Lilynette shouted; she and Harribel's Fraccion staring at Ben's new form.
"Yeah," Ultimate Humungousaur grunted as he glared at Nnoitra. "Wanted it to be a surprise."
Nnoitra laughed as he picked himself up. At first it started as a low chuckle before it became downright maniacal.
"Ben, you bastard! You've been holding back this entire time! Ultimate Aliens. Ha! Now this really got interesting!"
Ultimate Humungousaur punched his palm. "Let me show you just how interesting I am!"
The combatants charged at each other. Nnoitra raised all of his scythes excitedly, a look of madness and delight upon his face. He swung one of them at Ultimate Humungousaur, the blade coming in contact with his opponent's shell. Much to his shock, the scythe scraped along the surface of the shell, but didn't do any visible damage. Ultimate Humungousaur smirked. "Guess you're not the only one with a tough body." He spun around and slammed his mace tail into Nnoitra's side, knocking the Arrancar back. Nnoitra just raised his scythes again and prepared to strike.
"I'll slice you up!" he vowed. "There's no way you can dodge all of these!"
"So I won't," Ultimate Humongousaur replied before aiming his arms at Nnoitra. Much to the shock of all the Arrancar, his hands twisted into what appeared to be four-barreled cannons with a black outline and circle in the center. A moment later Ultimate Humungousaur began firing missiles from his cannon hands. One exploded in Nnoitra's chest, actually causing the Arrancar to cry out in pain as he was thrown back by the blast. Ultimate Humungousaur slowly walked towards him, continuously blasting Nnoitra with his missiles. The girls watched in awe and satisfaction as every time Nnoitra tried to get back up, he was hit by another one of Ultimate Humungousaur's missiles. It was an onslaught and Ultimate Humungousaur did not look like he was going to let up for a moment.
Tesra saw this and the grip on his sword tightened. He wanted to go and help his leader but he was fairly certain he did not stand a chance against this monstrosity that was Ben Tennyson.
"Enough!" Nnoitra thundered, slashing through the missiles. He stuck out his tongue and fired a Cero. Ultimate Humungousaur couldn't get out of the way in time. Any warning the girls were about to give him died on their lips as he was swallowed up by the Cero. Nnoitra smiled, thinking he had finally defeated Ben, only to gape when the attack faded and Ultimate Humungousaur stood completely unharmed.
"Nice try," Ultimate Humungousaur grunted at Nnoitra's dumbfounded expression.
Nnoitra stared down at his feet as if trying to wrap his head around what was happening before him. "You think that just because you used a new form," he muttered, his hands trembling so bad that his scythes shook. He raised his head back up. "That you're gonna beat me?"
Ultimate Humungousaur narrowed his eyes for a moment before doing something that took everyone by surprise. He started laughing.
"What's so funny?!" Nnoitra yelled. Ultimate Humungousaur turned his hands back to normal as he clutched his chest, his laughter bellowing. "Answer me, dammit!" Ultimate Humungousaur hunched over, still laughing. "What is so funny?!"
The evolved alien straightened himself before pretending to wipe away a tear. "Nnoitra, I think I just figured you out."
Nnoitra narrowed his eye. "And what does that mean?"
"You talk about how great you are but then you get mad when somebody turns out to be better than you. You might be the Fifth Espada but you're also a hypocrite and a sore loser!" Ultimate Humungousaur pointed an accusing finger at him. Nnoitra stared at him, frozen by his words. "Man. I actually feel sorry for you."
Nnoitra's entire body was shaking at Ultimate Humungousaur's words "Don't you dare pity me, Ben Tennyson! Feel sorry for someone else, hero! I'll show you! I am the strongest! Stronger than anyone else!" He dashed forward. "I'll cut down anyone who stands in my way! Including you."
Ultimate Humungousaur sighed as the distance between them got shorter. "No." He turned his right hand back into a missile launcher. "You're not." He fired a missile straight at Nnoitra's face. The Fifth Espada howled as the explosion actually burned his skin. He had done it. That human had managed to overpower his Hierro. Nnoitra was too shocked over this revelation that he did nothing to stop Ultimate Humungousaur from tackling him back onto the ground.
"Heh," Ultimate Humungousaur said. "Guess I really did need to just keep hitting harder. Speaking of which," He turned his cannon back into an arm before punching Nnoitra in the face, the blow creating a powerful shockwave.
He did it again, and again, and again. Each time his fist connected with Nnoitra, another shockwave burst out. It took everything the spectators had not to get thrown back. Ultimate Humungousaur brought his hands together, pulled them up over his head, and brought them smashing down on Nnoitra, the resulting shockwave finally knocking everyone else off their feet and sprawling across the sand. Ultimate Humungousaur looked down at his opponent. Beaten, battered, and possibly broken, Ultimate Humungousaur was satisfied that his work was done. In a flash of light, he turned back into Humungousaur. And then in a second flash, he turned back into his human form, an intense gaze focused on his defeated opponent.
"It's over, Nnoitra," Ben said with a coldness that made the girls stare at him.
Tesra glared at Ben, readying his sword to avenge his fallen master. But he froze when he felt that he was being watched. He noticed Lilynette, Apacci, Mila Rose, and Sung-Sun all had eyes on him, their weapons drawn to attack despite their injured conditions.
"Don't even think about it," Lilynette threatened him.
Ben turned around and ran to the others' side. "Come on. Let's get you girls to the infirmary."
"Ben," Apacci looked back and forth between him and Nnoitra. "That-that was incredible."
"Now it all makes sense," Mila Rose muttered in thought. "Why the Ultimatrix made Albedo more powerful than you."
Sung-Sun frowned at him. "How long were you going to keep that a secret from us?"
Ben scratched the back of his head. "Well, I, I was…"
"You still don't fully trust us," Lilynette realized, hurt by this discovery.
Ben lowered his head. "Look, girls, I…"
"W-where do you think you're going, hero?"
Ben turned around to see Nnoitra weakly sitting up. The Fifth Espada panted heavily. "Get back here! This fight's not over."
"Lord Nnoitra!" Tesra sighed in relief.
"Stay down, Nnoitra," Ben warned him, though he reached for the Ultimatrix just in case.
"Didn't I tell you not to pity me?!" Nnoitra wobbly got to his feet. "I can still fight. Go on, turn into whatever alien you want! Four Arms! Swampfire! Diamondhead! Humungousaur! Go into your Ultimate forms if you want to, it doesn't matter! I'll take them all on!"
Ben's hand hovered over the Ultimatrix dial, ready to go alien if need be.
Nnoitra picked up his scythes. "Come on, hero! Transform already!" Ben's hand twitched but he still didn't move. "What's wrong?! Fight me!"
"Just leave, Nnoitra," Ben said firmly.
"No!" Nnoitra raised, readying his blades. "How many times do I have to tell you not to pity me?!" He ran forward, lifting up his scythes to cut Ben down. Ben's hand touched the Ultimatrix dial.
But just as Ben was about to pick which alien to turn into, Nnoitra was slashed across the chest, blood spewing from his newest wound. Nnoitra stared in shock at the sudden attack before falling to his knees. "W-what…?!"
"Ben gave you the chance to walk away. But I will not be so merciful to you."
Harribel stood between Ben and Nnoitra, her sword drawn. A trickle of blood dripped from the tip of her blade.
"Lady Harribel!" Apacci cried out in shock and relief.
"H-Harribel," Nnoitra coughed, glaring at her.
"Your bloodlust knows no bounds, Nnoitra," Harribel said coldly. "I already warned you once never to harm my Fraccione. And it was foolish to try and attack Starrk's as well. I should have known not to expect better from the likes of you."
"S-shut up!" Nnoitra yelled. "Of course people get hurt in battle! It's their fault for not staying out of the way."
Harribel's eyes narrowed in disgust.
"What's with that look?" Nnoitra mocked her. "If you have a problem then how about you fight me, Harribel!"
"It wouldn't be much of a fight," Harribel said dismissively, which further enraged Nnoitra.
"All of you, looking down on me!" Nnoitra rose up to attack her. "I am the fucking strongest! I'll kill every single one of you for looking down on m…" His rant was cut short as Harribel slashed him again, causing him to collapse from his latest injury.
"I won't kill you," Harribel said, turning her back to him. "Only because I do not wish to inconvenience Lord Aizen with another opening in the Espada at the moment. But be warned, Nnoitra." She looked over her shoulder at him. "I will not warn you a third time."
"Lord Nnoitra," Tesra ran to his side.
Harribel ignored him, instead walking over to Ben and the rest of the girls. "Let us get you healed," she told them gently.
Her Fraccione nodded. "Yes, Lady Harribel," they said together.
…
"So, Luppi decided to attack Ben after his training with Tosen?" Harribel asked as the girls relayed what had happened.
"That's right, Lady Harribel," Apacci told her. "He probably did it as a way of rubbing his superiority in Grimmjow's face."
"Luppi was fond of showing off his rank," Harribel noted.
"Ben was incredible," Lilynette said, throwing her arms around for emphasis. "First he turned into this guy called NRG who wears a big oven suit." She looked over at Ben. "Hey, is he really living radiation?"
"Radiation?" Harribel asked.
"Yeah," Ben said. "NRG's species are beings made of radioactive energy. That's why he has that big suit. So it doesn't affect other people." Ben paused. "Err, can Arrancar be affected by radiation?"
"I don't know," Harribel admitted. "It's possible but since there is no radiation in Hueco Mundo, I couldn't tell."
"Good point," Ben said.
"Luppi thought he'd won when he went up into the air," Lilynette continued. "So Ben turned into this electric flying jellyfish called AmpFibian! He managed to save Apacci and the others, knocked Luppi into the pool, and then shocked him real good."
Mila Rose scowled. "Still hate how Luppi got the drop on us like that."
"Despite his behavior, he is still an Espada," Harribel said. "You should not have underestimated him."
"Yes, Lady Harribel," Sung-Sun said while Apacci and Mila Rose both looked to the side.
"Still, it's impressive that you were able to defeat Luppi, Ben," Harribel complimented him.
Ben shrugged. "The guy was tough but he was definitely no Grimmjow."
"He only became an Espada because one of them got demoted," Apacci stated. "I bet Yammy, Aaroniero, Szayel, or Zommari could easily beat him."
Harribel crossed her arms but said nothing further about Luppi. Instead, she brought up a far more serious topic. "After you defeated Luppi, Nnoitra attacked you."
"That's right," Ben said, putting his hands in his pockets. "Apparently he was tired of other Arrancar trying to fight me first, so he decided to try and take me down before they did."
"First he turned into Chromastone!" Lilynette said. She laughed. "You should have seen the look on Nnoitra's face when Chromastone absorbed his Cero and shot the blast right back at him!"
"We tried to help against Nnoitra," Sung-Sun added. "But we could do very little against him. We were actually about to release when Tesra caught us by surprise."
"I'm surprised that Nnoitra allowed his Fraccion to aid him in battle," Harribel said.
"He didn't," Apacci said. "After that cheap shot, Nnoitra chewed him out for helping. Said he didn't need it against the likes of us."
"Ben then turned into this big guy called Humungousaur!" Lilynette continued. "And that guy was at least as big as Yammy. Then he made himself even bigger and stomped on Nnoitra!"
"But it wasn't enough," Mila Rose added. "We still tried to help but then Nnoitra wounded all three of us. Ben wanted us out of the way even though we could have used our Released States to heal ourselves and stay in the fight."
"He was merely concerned about your well-being," Harribel said. "Not insulting your capabilities."
"Course Nnoitra wasn't going to let that happen," Lilynette said in annoyance. "So he used his Released State. Ben tried fighting him but Nnoitra wasn't going down. He landed a hit on Ben and looked like he was about to finish him off. So I said he didn't have the balls to fight without using cheap tricks."
"Did you now?" Harribel asked, and there was a hint of amusement in her voice.
"All you did was piss him off and make him try to attack you," Apacci pointed out.
"I didn't care," Lilynette admitted. "He was going to hurt Ben and I wasn't going to let that happen. Besides, Ben went Ultimate and kicked his ass so it doesn't matter." Then her eye widened before she frowned, registering her own words.
Harribel faltered when she heard that. "Ultimate?" Ben flinched.
"Yes, Lady Harribel," Sung-Sun said. "Apparently the Ultimatrix can do more than turn Ben into different aliens. It even allows them to transform a second time; becoming more powerful versions of themselves with additional abilities. Ben referred to his transformation at the time as Ultimate Humungousaur, so I am guessing that Ultimate is used in the names for all of these secondary transformations."
"I see," Harribel looked at Ben out of the corner of her eye. "That would explain quite a few things regarding your story about the Ultimatrix. Though, I do not find you at fault for keeping this ability to yourself." Everyone stared at her. "Doing so was a wise decision."
"But it means he doesn't really trust us!" Lilynette argued, the hurt having returned to her voice.
"Have we done anything to fully earn it?" Harribel pointed out and Lilynette froze. She tried to think of a response but none came to mind. So she settled for slouching over in defeat. "It's only natural, given his circumstances."
The rest of the walk to the infirmary was in stunned silence, with Harribel having given the girls something to think over and Ben being surprised that she actually took his side.
…
As Apacci, Mila Rose, and Sung-Sun had their injuries looked over, Harribel was accompanying Ben and Lilynette back to Starrk's chambers.
"Word of your Ultimate forms will spread," Harribel cautioned Ben. "You'd best prepare for the fallout."
"You think Aizen will be mad that I kept it a secret?" Ben asked, silently adding to himself that Aizen probably knew by now. Especially if the fake sky was a surveillance system.
"He will no doubt understand," Harribel reassured. "For the exact same reasons I do."
"So you're really not mad at me for keeping this a secret from you," Ben couldn't help but ask.
"If I was in a situation like yours, I would no doubt do something similar," Harribel said. "Until the time came for me to fight."
Unfortunately, Lilynette was not as dissuaded. "Was that it, Ben? Were you keeping your Ultimate Alien forms a secret in case you had to fight us?!"
"You can't blame him," Harribel told her kindly but firmly. "Look at everything that has happened to him since he was first sent to our universe."
Lilynette was once again at a loss for words and that made her mad. Ben reached out a hand to her, in hopes of cheering her up, only for Lilynette to smack it away. "I thought we were your friends." Before Ben could say anything to defend himself, Lilynette ran ahead.
"Let her be for now," Harribel said as Ben made to run after her. "Once she has had time to get her anger out of her system, she might be willing to listen."
Ben sighed. "I hope you're right. Also, there's something else I have to say." Harribel turned towards him. "I'm sorry your Fraccione got hurt because of me."
"Fighters will always be wounded in battle," Harribel told him. "You did not make my Fraccione fight beside you and once they were hurt, you cared more about their well-being than forcing them to continue fighting. While they have improved, thanks to sparring with you, I doubt they would have been a match for Nnoitra. Thank you once again for protecting them."
Ben smiled as he rubbed his neck. "Sure thing."
"So," Harribel said. "Do you see Lilynette and my Fraccione as your friends?"
Ben chuckled sheepishly. "Yes. And you and Starrk too."
Harribel blinked, her eyes widening slightly. "You see Starrk and I as your friends?"
"If that's alright," Ben hastily, worried he might have overstepped his bounds.
Harribel was silent and Ben started to worry that he might have gone too far.
"Aside from my Fraccione, I have never had anyone to consider a friend before," Harribel said.
"What, no one? Not even Starrk?"
"Starrk is indifferent and therefore tolerable if nothing else," Harribel explained. "Very few of us go out of our way to befriend each other."
"Well, that kinda sucks," Ben said bluntly.
"That's our lot in life," Harribel said and Ben noticed that her voice seemed melancholic. "Even though Lord Aizen restored reason to us, most only care about their bloodlust," She closed her eyes. "And using the power Lord Aizen bestowed upon them to achieve it on a greater scale."
Ben was feeling depressed just hearing about this. But he couldn't blame Harribel. Aizen might have improved her life since she was a Hollow but it was still far from perfect. "I know it probably wouldn't matter but I wish there was something I could do."
Harribel stared at Ben for a moment before the look softened. "You truly are a noble person, Ben Tennyson. What was that mysterious man planning when he sent you into our midst?"
"Apparently some kind of game," Ben said. "Hopefully I'll find out what he's actually up to. Somehow."
Harribel nodded. "That's all we can hope for. For now."
"Yeah," Ben said, seeing that there really was nothing they could do about that little problem at the moment. "So, about my Ultimate Aliens..."
"As I have already, I do not blame you," Harribel repeated. "Though I hope in time we might prove ourselves worthy of your trust. Lord Aizen has done incredible things for Hueco Mundo and I hope you can see that he only means the best."
"Maybe," Ben said and Harribel could see that response would have to do for now.
…
The two walked in silence until they reached the door to Starrk's chambers.
"Thanks again, Harribel," Ben said appreciatively. "For, you know, everything."
"You're welcome, Ben," Harribel said cordially. "And thank you again for all you have done for my Fraccione and for your consideration." After a moment she added. "And for considering me a friend despite your uncertainty about us."
Ben smiled. "Well, I guess, since we're friends, you feel like hanging out with me, Lilynette and the others?" He paused. "Provided Lilynette will stop being mad at me."
"Hanging out?" Harribel asked.
"Sure," Ben said. "And maybe we can get Starrk to join in. Seriously, I have never seen somebody sleep in as much as he has. And I would now, I've slept in plenty of times, especially on the weekends."
Harribel was surprised by this offer but actually took it into consideration. "I," she hesitated. "Do not know. However, I will at least consider it."
Ben smiled again. "Sounds good to me. Later, Harribel."
Harribel nodded and walked down the way she had come. With that, Ben took a deep breath and walked into Starrk's chambers.
…
"So, you managed to beat Luppi and Nnoitra," was the first thing Ben heard the moment he entered. He found Starrk sitting upright on his pile of pillows, looking more awake than usual. Lilynette was sitting off to the side, her arms around her legs and her back to the others.
"Yeah," Ben said, looking over at Lilynette. "I did."
"Lilynette also told me about your Ultimate forms," Starrk said, but he still sounded so nonchalant that Ben wasn't sure if he was actually interested or still indifferent. "And how you kept them a secret from us in case you needed to fight your way out of here."
"Yeah," Ben mumbled.
"She also said Harribel didn't blame you," Starrk went on. "I don't either."
Lilynette flinched when she heard that but did not say a thing, she just hugged herself tighter.
"Pretty clever of you not to show all your cards from the get-go," Starrk said. "I get that you don't really trust us. Don't have much of a reason to."
Lilynette glared at Starrk out of the corner of her eye, angry that her other half didn't share her feelings on the matter.
Ben ruffled his hair as he tried to think of how best to approach this situation. He really should've considered and prepared for the possibility of revealing his Ultimate Aliens early. He made his way over to Lilynette.
"Hey, Lilynette," he said as he crouched beside her. Lilynette's response was to turn her head to the side. Ben sighed. "Look, I'm sorry for keeping secrets from you guys. It's just that a lot of stuff has happened to me recently and I'm still trying to make sense of it all."
"Probably hasn't helped that a lot of the people you've met so far have tried to kill you," Starrk added.
"Well yeah, that too," Ben conceded. "But I wasn't doing it to be mean, Lilynette."
Lilynette sighed. "I know. You do have every right to keep some stuff to yourself. It's just…" She paused.
"What's wrong?" Ben asked.
"Even though we're all comrades," Lilynette said quietly. "None of us really hang out with each other."
"Yeah, Harribel told me nobody really tries to make friends with each other," Ben said.
"Even though Starrk and I can finally be around people who won't die just by being near us," Lilynette said. "It's still," She lowered her head. "Lonely."
Starrk shifted his body to look at Lilynette, just as surprised as Ben was by this confession.
"Then you came along and things started changing," Lilynette told the hero. "I never would've imagined myself actually hanging out with Harribel and her Fraccione but then you showed up and now we hang out all the time. It," she smiled. "It feels nice."
Starrk looked away, taking in Lilynette's words.
"Then when you fought Luppi, you called us your friends," Lilynette said, and Starrk's attention was definitely caught, looking back and forth between Lilynette and Ben.
"I meant what I said Lilynette," Ben told her firmly. "And to be honest, I'm sure I can trust you guys; you, Starrk, Harribel, Apacci, Mila Rose, and Sung-Sun."
Lilynette finally looked at him. "You still don't trust Lord Aizen?!" she asked incredulously.
"Back in my universe, I faced plenty of people who used their charms to win people over, only to show they were just being used," Ben explained.
"Lord Aizen would never do that!" Lilynette insisted fiercely.
"Maybe you're right, Lilynette," Ben said, trying to placate her. "But I didn't know that. I was just being careful."
Lilynette sighed again. "I want to be mad at you."
"I know," Ben said quietly.
"But," Lilynette went on. "I guess what you're saying does make sense."
"So does this mean you forgive me?" Ben asked with a smile.
Lilynette scrunched up her face and Ben had to fight the urge to laugh. It reminded him so much of when he and Gwen would do the same thing as kids.
"Fine," Lilynette finally said and Ben's smile grew. "But you better make it up to me, Ben!" She pointed a finger at him accusingly.
"Alright, alright," Ben said as he held his hands out in front of him. "So, what do I have to do to make it up to you?"
Lilynette scrunched her face up again as she tried to think of a suitable atonement. "I can't think of anything right now," she confessed. "But when I do, I'm gonna make sure you do it."
Ben chuckled. "Alright, Lilynette. I'll keep that in mind."
Lilynette smiled and all traces of hostility were gone.
"So," Starrk said, drawing the two's attention. "You really see us as your friends?"
Ben nodded. "I do."
Starrk stared at Ben for a moment before falling back onto his pillows. At first, it seemed he was about to fall asleep again but instead he stared up at the ceiling, deep in thought.
"A friend huh?" Starrk muttered, more to himself than to the others. He closed his eyes. "That doesn't sound too bad."
Ben smiled while Lilynette had a huge grin.
…
"So, Szayel," Aizen said to his eighth Espada. Both were in the latter's lab. "Can it be done?"
"I may need to do a few more calculations, Lord Aizen," Szayel admitted. "But by all accounts, I don't see why it shouldn't work."
"Excellent," Aizen said with a smile. "Good work, Szayel."
Szayel bowed dramatically. "Your praise is most rewarding, Lord Aizen. And I thank you with the utmost gratitude for assigning me such a task worthy of my intellect. This, by far, will be my greatest work!"
"We still need the means to make this experiment possible," Aizen said. "Though I already have something in mind."
"Oh?" Szayel pushed his glasses further up his nose. "May I be informed as to what it is?"
Aizen chuckled. "Ben does have some sympathy for Hollows and wishes to make life easier for them instead of this "kill or be killed" world. Perhaps, with his aliens, that just might be possible."
Szayel's eyes gleamed. "Do tell, Lord Aizen."
Aizen smiled. "All in good time, Szayel. First I need to have a talk with Ben to see if he can do it. If so, then things will become so much easier."