"Sign mine too please!!" 

Mikoto hurriedly autographed everything the aliens gave her, all of them looking at her with adorable eyes.. er.. sensors.. er.. feelers.. .uhh.. well, stuff you can see with.

"Why aren't they coming after you!?" Mikoto stammered to Ben.

"Well.. you are more popular with the girl population aren't you? Everyone wants to be like you." said the Kineceleran mother from before, smiling cheerfully. "Hello. This is my daughter ML-E. (pronounced Emily). She's a big fan of yours too."

There was a miniature zooming blur, and the little Kineceleran girl zoomed up to Mikoto holding up a notebook excitedly, which Mikoto signed.

"I want to be Mikoto Misaka when I grow up!" said ML-E

"That's a good goal to shoot for." said Ben, causing Mikoto to blush.

"Well I wanna play Far Cry Primal! But that ain't happening is it!?" Impulser spat. "We're wasting time here!!"

ML-E zoomed behind Mikoto, afraid of Impulser.

"Hey! She's just a kid!" Mikoto said, glaring at Impulser.

"Big deal, when I was a kid, two adults tried to chop my head off." said Impulser.

"What did you mean she's popular with the girl population?" Ben asked ML-E's mother.

ML-E's mother smiled. "Well, you're a famous hero Mr. Tennyson! So naturally, anybody associated with you becomes famous.. and when everyone heard that you two were in a loving couple relationship, it went viral! You two were voted Intergalactic Magazine's 2nd cutest couple for this Galactic Cycle. And all the girls Railgun. She's like every little girl's role model!"

"Ehh.." Mikoto stammered. "I'm.. not.. that fantastic.."

"ENOUGH ABOUT THAT ALREADY!!" Impulser spat. "We've got bigger bugs to fry!!"

"R-right.." Mikoto muttered.  "Sorry ma'am.. it was great meeting you ML-E!"

As the group made to hurry off, Mikoto felt herself go hot with slight embarrassment as she heard aliens whispering and muttering to each other and pointing at both her and Ben.

She never really thought about how famous Ben was in the alien community. Of course it would be common sense that he was, the Omnitrix being created by the smartest being in 5 galaxies. But she never thought about the fact that she might become famous too just by being associated with him. 

Then again, she didn't just date Ben. Before they even started dating, she and Ben had worked together taking on tons of aliens and enemies. Vulkanus, SixSix, Vilgax, Trombipular, Doctor Animo, Clancy, and etc.  Perhaps, she had made a name for herself in the alien community.

"The magic shop is on the edge of the Market Place." said Max. "Perhaps one of the only extraterrestrial Magic establishments on Earth, but it's got knowledge that would make even magicians of God's Right Seat's mouths water."

"That big?" said Ben.

"You know how technology has differing levels depending on how high tech they are?" said Max. "Magic has the same thing."

"Levels?" said Accelerator.

"It determines what's legal on certain planets." said Mikoto. "Some alien tech is so advanced, that it's dangerous to leave it in the hands of under advanced worlds. Earth is a Level 3 World, meaning that any tech Level 4 and above is illegal here."

"There are exceptions though." Ben explained further. "Academy City is way ahead of the rest of the planet, and much of their inventions are in the Level 4 range. In fact, Accelerator, your choker is Level 4 tech."

"And there's the biggest exception, the Omnitrix." said Mikoto. "Which is Level 20. "

"Ben's exploits with the Omnitrix are pretty much legend.." said Max. "And as a drafted member of the Plumbers, he has legal authority to use higher technology and lethal force against registered criminals."

"And.." Ben whispered to Mikoto. "It's not like I can just be packaged, and shipped off to the confiscated tech ward.."

Mikoto's gaze dimmed. Nobody but her, Ben, and several others from Necessarius, along with Touma Kamijou and Index, knew that Ben was in fact the true Omnitrix, a living human hybrid machine.. and that the thing on his wrist.. was just the control panel.

Rex of course, didn't understand half of what he had witnessed..  so he didn't count. 

Aleister knew.. but he wasn't sharing with anybody..

However, if Academy City knew the true nature of Ben's power.. who knew what they would do to him?

"Here it is.." said Max, stopping in front of a building. It was made of old and curled black roots.

"Looks magical." said Accelerator.

"Looks like somebody forgot to call the woodsman." said Impulser.

"Looks like a Black Berry Fudge Mr. Smoothy." Ben murmured.

"Looks like you're craving a Mr. Smoothy." said Mikoto. 

"I'll go get one." said Ben. "I'll catch up with you guys later.."

"Your home town is in crisis.. and you're getting a smoothy..?" spat Accelerator. 

"A Ben Tennyson always works at his best when he's had a Mr. Smoothy." said Mikoto. "Trust me, it makes no sense, but for some reason it actually works. He made an A on his Chemistry Final after drinking a Grasshopper Smoothy."

"Want me to bring you back anything?" Ben asked.

"Yeah, you know my fave." said Mikoto. 

"Strawberry Kiwi Gekota Popper." said Ben. "You bet ya.. any other takers?"

"Just go get your f*cking smoothy." Accelerator muttered, rolling his eyes.

"Be only a second!!" said Ben as XLR8 zoomed out in a flash of green light.

Now there were about 12 entrances in and out of Undertown. The most common entrance was a certain subway route, which allowed aliens to go in and out wearing ID masks to appear as humans just going on a routine subway route.

Of course it wasn't always the safest way, but it worked. And by Ben's count, it was the closest to one of Bellwood's total 22 Mr. Smoothy locations.

As Ben hadn't been in Bellwood for a grand total of 3 years or more, while the atmosphere of the store was nostalgic, they didn't have the same way with Ben as the Mr. Smoothy in Academy City.

The Mr. Smoothy in Academy City was used to XLR8 bursting in at a moment's notice, and frankly, Ben was considered an honored regular, so they already had a smoothy on the counter ready.

However, the Bellwood Mr. Smoothy, which had been more used to the 10-12 year old wise-cracking Ben Tennyson who kept his powers secret, had a more hilarious reaction. They all fell over, and yelled with fright as XLR8 burst into the store and zoomed over to the front counter.

"Alright!" said XLR8 quickly. "I'll take a Strawberry Kiwi Gekota Popper and a Avocado Coconut Surprise! Hold the cream. Thanks!" 

"U-uh.. right.." stammered one employee as he began making the smoothies. 

"Quite a strange addiction you have there.." said a voice.

Ben turned his head as he changed back into human form. And the moment he saw the owner of the voice, his expression became that of incredible anger. "Kakine.."

Kakine smiled at Ben. "Long time no see.. last time we met, I believe Humungousaur was trying to make a pancake out of my face.."

Ben clenched his fists, sweating slightly. Any time that he and Kakine met.. was NEVER a good thing EVER. Dark Matter never did small talk.. not with him anyways.

Kakine chuckled as he twiddled with the needle-like structures on his glove. "Now now Tennyson. You look surprised. Oh I get it.. it feels a little violating doesn't it.. that somebody like me.. would appear here.. in your home town.. your place away from Academy City.. ?"

Ben looked at the employees and customers in the store. "Kakine.. leave these people alone.. whatever beef you have with me this time.. they have nothing to do with it.."

"Well.. you're welcome to take this outside if you like." said Kakine. "it's only you I'm after this time."

"Me?" said Ben.

"Why yes.. I'm sure you're quite aware of Accelerator's recent handicap? Well.. by all respects, I imagined that because of this, I would be renamed as Academy City's Number 1.. and yet.. still none have seen it proper... then I realized.."

Kakine spread his arms out. "The one way to make the idiots that rank us realize that I am the obvious strongest in Academy City, is to utterly defeat another one of the strongest.."

"Me.." Ben growled. "Wow.. unoriginal much Kakine? What? Am I Goku and you're Vegeta?"

"I don't dig anime references." said Kakine. "Well.. Tennyson.. shall we? Or would you like to turn this beloved smoothy place into a smoldering ruin..?"

Ben glared at Kakine and grabbed a smoothy which had just been finished from the counter. He took the cap off and drank the entire cup in one gulp before throwing the cup over his shoulder into a trashcan. "Alright.. outside it is.."

As soon ask the two stepped outside, Ben gritted his teeth, and activated the Omnitrix, dialing through the holograms at breakneck speeds before slamming his palm down on the faceplate.

Just as he did this Kakine thrust out a hand, grinning, as out of thin air, a swarm of white beetles flew at Ben.

But when the beetles flew at Ben.. they phased instead through empty air.. causing them to flutter around, making Kakine narrow his eyes with suspicion. "What? Where?"

"Now you see me.." A terrifying ethereal voice whispered.

Kakine's eyes widened as  right behind him.. a terrifying purple eye opened up..

"Now you don't" Ghostfreak hissed as he emerged behind Kakine, his eye glowing while he slashed a hand at Kakine's head.

Kakine dodged as Ghostfreak's fingers seemed to glow with a telekinetic energy, and nearly missed Kakine's head.

Kakine grinned. "Ghostfreak!? Funny! I was under the impression the last time you tried to use that form.. you couldn't even function right! Now behold.. the sight of TRUE power!!"

Six massive feathery wings burst out of Kakine's back, composed of Kakine's specialized matter..  glowing with tremendous light.

"I'm sure you wouldn't forget these! Would you Tennyson?" said Kakine with a laugh.

"Yeah, you look like a real fairy princess." said Ghostfreak.

Those six wings were a signature move of Kakine's. If Ben had to describe it, he would say they were like Chromastone in wing form in the fact that they refracted surrounding light through their feathers to used the specialized property Kakine had designed them with. The result of course was something a little like this...

Kakine's wings glowed with tremendous light.. and a powerful light blast exploded down from the wings at Ghostfreak

Ghostfreak turned seethrough and phased straight into the ground as the blast exploded into the ground, throwing up chunks of asphalt.

"First.. I'm taking you out.." said Kakine. "Then.. ITEM... I'll own this world!!"

Ghostfreak suddenly phased out from a building right behind Kakine. He grabbed the folds in his skin and wrenched them open.. hurling a blast of strange purple arch-like energy from from under his faulds 

(only time Ghostfreak used this power, was in a cameo he made in the Big Tick episode of Ben 10, the episode of Cannonbolt's debut.)

Kakine grinned. "FOOL! Energy attacks!? That is but an easy thing to counter!!!"

Kakine spread his hands out.. and his wings exploded with light, letting them rage at Ghostfreak's power.

But Ghostfreak's blast cut through the energy  and exploded into Kakine knocking him back

"WHAT!?" Kakine exclaimed.

Ghostfreak laughed,  "You prideful idiot! You think you can just wave your power around and you'll instantly take me down!? But that's the thing about Ghosts, there's no actual energy to destroy!!"

Kakine gritted his teeth. "Impossible!!"

"Here's a little something about Ectonurites!" said Ghostfreak. "Ghostfreak's abilities border on the precipice between life and death.. an Ectonurite isn't alive or dead the same way a normal organism would be alive.. as such.. our energy isn't energy.. since mana does not fuel it! In a way, we're almost like undead espers.. our abilities pierce through the reality of normal power! You can't counter me Kakine.. because my powers.. like yours.. don't follow the normal laws of physics!!"

Kakine grinned. "Well.. you never used Ghostfreak much last time... but I feel this will be an enlightening one!!"

Kakine soared further into the sky, so he was above Ghostfreak, as the air began to tremble with the power of invisible matter swirling around Kakine.

Kakine thrust a hand out.. and a massive white sword the size of a building formed out of thin air and shot down at Ghostfreak.

Ghostfreak flew forward, and instantly phased through the blade, clenching his fist and then letting out a punch as soon as he phased out the other end of the sword.. punching Kakine straight in the jaw.

Kakine shook off the punch like it was nothing.. and suddenly, light exploded from his wings.. tearing the air apart.

Ghostfreak let out an echoing ethereal scream as he disintegrated into a skeleton in the light.. before disintegrating into nothing.

Kakine laughed. "Or perhaps I spoke too soon!""

"Heheheheheh HAHAHAHA!" Ghostfreak's ethereal laugh soon rang in Kakine's ears as he faded in out of thin air behind him.. "PSYCHE!!"

Kakine thrust out a hand, and a powerful invisible force exploded into Ghostfreak, sending him hurling into a building with a booming crash.

Kakine's wings then sent a light blast hurling straight into the sky scraper.. ripping into to shreds..

No sooner had this happened though, when Ghostfreak phased out of the street and hurled directly into Kakine. "STOP MESSING WITH MY TOWN!!"

Ghostfreak merged with Kakine attempting to possess his body. Kakine roared out with agony as he fought to regain control.. but his scelera turned black, and his irises turned purple as Ghostfreak took control.

Suddenly, as Ghostfreak began to take control of Kakine's motor functions.. a powerful energy began to cloud his head... and Ghostfreak felt an incredible pain course through his body.

"RRRREEEAAAAAGGGGGGGGGGGGHHHHHHH!!!" Ghostfreak's voice merged with that of Kakine's as they both screamed in agony. J-just what was this!?

That's when memories began to tear through Ben's head like a rampant train.

______________________

Ben was back in the crater in the woods during his summer vacation 10 years ago, the Omnitrix jumped out of the alien pod and latched itself to his wrist.

Ben was back in Vilgax's ship as Vilgax prepared to chop his arm off with an energy sword, while the Rust Bucket suddenly crashed in...

____________________

An 11 year old Ben was laughing along with his friend Elena Validus.. right before he saw her screaming, being taken away by a swarm of alien nanochips.. tearing her into bloody pieces right before her eyes..

____________________

A 12 year old Ben fell to his knees.. as he watched Vilgax stomp out of his burning house, holding his now paralyzed and unconscious mother in his claws.. Ben screamed with rage before turning into Fourarms and charging Vilgax.

_____________________

A 13 year old Ben sat at a desk in Academy City, signing his name on an entrance exam into one of the Middle Schools before nervously turning it into Ms. Komoe, who smiled at Ben. "Don't be too nervous, I'm sure you'll make it in? Why do you want to be here by the way? I just like asking new students, sorry." As Komoe asked this.. Esther and Lilith waved at Ben from the entrance to the room, both smiling.

That boy is cute.." Lilith said, batting her eyes. 

"Yes.. but he looks more like he's running from something then searching for something new." said Esther

________________

A 14 year old Ben shook hands with Esther who smiled. "Welcome to ALIEN. Your first mission starts today.."

"And just what is this mission?" Ben asked.

"Nothing pleasant.. but you'll get over it." said Esther. "Black Op jobs are always so sticky... you're going to be fighting a little somebody called.. Accelerator."

_______________

A 15 year old Ben slept on a park bench, before being suddenly awoken by Mikoto Misaka. There first official meeting since that time 5 years ago.. a time they did not remember as of yet..

"Hey! You... wake up..."

Ben awoke, yawning. "H-huh?" 

______________

Ultimate Swampfire was fighting against the Level 5 Impulser.. the two of them hurling everything they had at each other, explosions radiating throughout the battlefield, ripping apart crates, and melting metal to puddles..  as  a scared and heavily injured Mikoto watched on, praying that Ben would come out alive..

_____________

The memories took a stranger turn this time..  

The Omnitrix walked through the streets of Primaris, as Fulguras stepped out of a shop, smiling cheerfully before kissing Omnitrix on the side of his faceplate.. the two held hands and walked off into the city...

______________

A black cloud now raged through Ben's head, tearing at his mind.. ripping things to shreds and reconfiguring it, before putting everything back as it was originally, and throwing Ben away from Kakine's mind.

_______________

"YAAARRGGH!" Ghostfreak was hurled out of Kakine's body, as Kakine laughed.

"REALLY!?" You actually thought I would let you possess me again after the last time?!" Kakine exclaimed.

Ghostfreak fell to the street burning with agonizing pain all over his body.

"The thing is.." said Kakine. "I already realized a long time ago.. since the last time we fought.. when you last possessed me with that infernal alien! I realized the nature of your power was more like that of an esper's. So.. I came up with a counter strategy.. I merely poured my AIM field straight into your mind!! Forcing you right out.. though the funny thing is, it has a side-effect where I can see all your memories!! HAHAHAHA! WOW!! I always wondered what made you tick! The one guy besides that stupid Right Hand boy, who dared stand against Level 5s!!"

Kakine laughed again. "But in reality!! You're nothing one giant messed up sob story! I thought Accelerator had a messed up past!! But you.. you were a wreck before you were sucked into Academy City's Dark Side!!! Railgun by far is the ONLY good thing that came out of the Omnitrix... isn't she!? And.. the juciest memory... oh my.. when you discovered what you truly were... heheh.. Academy