As Ben opened his eyes, he felt the sun's rays hit his eyes. 'What? Why is the sun up? The last thing I remember was beating the Forever Knights to a pulp' he thought. Steadily sitting up Ben saw he was now sitting on a beach.

"Where, am I?" He asked himself, looking around he spotted something down the coast. "Hey I think I see someone down there" he said, getting up Ben walked towards the person. Getting closer he saw an unconscious girl, she looked about fifteen, had red hair, and wore those Japanese Baruma used in PE and a pink jacket.

And looking down she had a great rack, 'well... she looks cute' he thought blushing. Shaking his head Ben kneeled down and gently shook her, "Excuse me. Are you okay?" He asked, "huh?" She moaned sitting up and rubbed her eye.

"Huh? Where am I?" She asked looking around, then when she saw Ben she yelled and jumped back. "Sorry for scaring you, I just found myself here just like you" he said, "here let me help you up".

He extended an arm out, she was nervous at first then took his hand "name's Ben, Ben Tennyson" he introduced. "Um... my name is Mamori Tokonome" she replied, "that's a nice name" Ben said as they looked around.

"How did we get here?" Mamori asked, "not sure" Ben replied, 'did those men kidnap me?' She then flinched and slightly cowered a bit. "You okay?" He asked, she shook her head "I hope this is a dream... OW?!?!" She yelped as he pinched her arm.

"Nope this is real" Ben said, "I think I hear something down that way" he said pointing down the shore. "Maybe it could be a shipping yard" he added, Tokonome nodded and they walked down the beach.

Changing our view we see a monitor displaying two blips both labeled unknown. "Unregistered entity is on the move ma'am. I guess she finally woke up, and wasn't alone" a woman said. "let's test them, intercept them with the nearest riner" another said.

Back with Ben and Mamori, the two made there way down the beach, "I've never seen a beach this empty, or this hot" she said taking off her jacket revealing her gym shirt. Ben nearly had a nosebleed and I'm pretty sure his little friend wanted to see her.

'Man... not only is she cute... she's stacked... what am i thinking??' Ben mentally scolded himself. "I know it's hot... but maybe you should just have it on your shoulders" Ben said looking away.

"Not worth it, maybe we can cut through the jungle" she suggested... then cried in panic "no way! There could be giant bugs in there! I'm just a teenage girl raised in the big city! I can't handle stress like this!" She exclaimed. "Hey it could be worse" Ben said, "hey kids, you okay?" A female voice called out.

Looking to the sound of the voice they both spotted two women, one with a... wash board chest... and a... holy cow those Tatas are gigantic!!! Tokonome got startled and jumped a bit "why hello, are you two all alone?" The one with the huge breasts asked. "We're saved!" Mamori said in relief before running to the rock they were standing on.

Ben noticed she tossed her jacket down and picked it up, "Excuse me, can either of you tell us where we are? Or even better, lend me your phone so I can call someone to pick me up" she asked. Then the two laughed like crazy for some reason, "what's up with you two?" Ben asked, "it's what's on her shirt! It's says virgin!" The wash board chest said.

Ben slightly gazed at Tokonome's chest but saw Kanji... which he could not read. "AAAAHH?!?!" She yelped covering her chest, "Wow way to show the world how much of a loser you are!"

Ben growled "hey leave it alone!" He yelled standing in front of her "you think she's the loser?! Look at yourselves. Bullying a young girl that's more of a loser than anything!"

The two looked a little surprised from his outburst, "well... it's just a spelling coincidence, the kanji from my last name..." Mamori said peeking out from behind Ben. "It just looks similar, Tokonome" she said, "so your not a virgin?" The other girl asked.

"Well... no... I actually am a virgin..." she conceded, "but the spelling is just similar, my shirt just says my last name okay... so now that we cleared that up, phone please?" She pleaded. "Well, Tokonome the virgin, and... hey what's your name?" The flat chest asked.

Then her eyes went wide "Wait a minute, your a boy!" She exclaimed "obviously, anyway my name is Ben" Ben grunted. Both girls stared, then shook their heads "anyway, are either of you? Liberator?" Flatly asked.

"Or are you an ex star like me?" The giganti-boob asked, "Liberator?" Ben inquired "exstar? What are you talking about?" Mamori asked confused. "Maybe we should show them" flat said before walking behind her big friend and groped her. That made both teens flinch as the flat chest began to harass her large chested companion.

Tokonome covered her eyes while Ben had blood shoot out of his nostrils like a geyser and turned away. "They're watching you get turned on, the guy seems to like it" one said.

"Hurry rub harder! We need to give them the money shot!" The other said panting. "Where the hell did I land?!" Ben cursed until he heard big boob cry out in ecstasy. Then saw a bright green light, looking to the two the big girl had turned into a large gun.

"Now do you two get it?" Flatty asked, "I'm even more confused!" Tokonome cried "I get it. Exstars must be the ones who become weapons. While the liberators are the ones who use them in battle" Ben said before hovering his hand over the Omnitrix.

"Smart aren't we? But it looks like neither of you have been awakened" she said. "Awakened?" Mamori inquired as Ben cocked an eye brow. "Then I'm gonna be your alarm clock" the flat chest said pointing her gun at the two. Ben gritted his teeth and was about to slam on the Omnitrix when they heard an explosion.

Looking to the ocean they saw a black missile hit a force field of some sort. And after it got destroyed and tall blonde haired woman had been thrown out of it. She landed next to Mamori and Ben, "what the hell?! Are you already in drive?" Their attacker's asked.

The woman then spread her arms shielding the teens from the older woman. "Why are you protecting them? Are you two friends or something?" Flatsy asked."What no, I've never met her in my life" the red head said, "same here" Ben added. "Oh well, three transfers don't make a difference. Now show me those powers!" She then fired off some rounds.

The blonde grabbed the two and dodged all the projectiles, "hey watch out?!?!" Ben yelled as she kept dodging and back flipping. "Grrr he wants to see powers! I'll show her Powers!" Ben yelled before flashing green, then jumped out of the girl's arms in the form of Diamond Head.

"Now you're messing with a real shining shard!" He growled, "what the?! Who is this guy?" The girl with the blue bikini yelped, then out of fear shot again. But Ben created a shield out of his arms to block it, "Hurry I think we can escape!" He yelled, Then was blasted back by a Rocket right into the two.

"Hey..." Mamori groaned pulling her face out of the new girl's breasts. "Why are you... grabbing me?" She asked, Ben then looked down to see the woman's hand on her left breast "on the boob?!"

She flinched and retracted her hand, if Diamond Head had a nose it would've bled. Then turned back, the three turned their attention to the woman again and saw she fired off another rocket which knocked Diamond Head back. "Look out!" The blonde woman then grabbed the two and attempted to jump out of the way.

Only the rocket hit, 'weird... though my Omnitrix can save me... I don't feel hurt... I know how it feels to be blown up.' Ben thought. He not only felt a warm sensation touch his lips, but also a gentle arm wrap around his back. 'But this feeling, it wasn't being blown up. It's different, it's amazing... it's... purely pleasurable!'

A pink and green flash was then seen from the dust storm and the sand began to swirl around like a tornado. And out of it came the blonde, this time carrying a green and black sword. The part that stood out was the two accessories that hilt had dangling from it, one looked like the cat hair piece Mamori had in her hair. While the other was the Omnitrix's symbol, then she used the blade to knock the two enemies out.

'And from that point on, I didn't know if that was fate or not, but on that first day on mermaid island. In that confused haze I had, my life was now to be intertwined with these two girls. Mamori Tokonome, And Mirei Shikishima' Ben narrated.

Later on we see Ben walking down a path on the jungle with the woman, now identified as Mirei, walking next to him with the red head on her back. Said girl had then woken up "Hey, we're alive! Where are those girls who tried to kill us?" Tokonome asked.

"Good to see you back with the world of the awake" Ben said, "we really should be thanking her though" he added pointing to Mirei. "She's the one who carried us through the jungle far enough. I woke up just a little before you did" Ben explained.

"You rescued us, even when we were all total strangers" Mamori said, "well... thanks for that, we Owe you big time" she added. "If you're wondering neither of us know where we're going" Ben said. "Well I can walk just fine, you can put me down if you want" the red head told the blond.

Only to find out there were snakes on the ground "Yeah bad idea" he said as Mamori screamed when one snake licked her ass. Well more like sniffed as said reptiles use their tongues to smell. "I think I can get all three of us further down" Ben said before transforming. Being replaced with Four Arms "eh close enough" he said before picking the two up and jumping above the tree line.

"Wow... oh wait. Hey Ben how we're you able to do that?" Tokonome asked, "it's a long story" he replied, finally they were out of the jungle and onto a plain like area. "This island's got all this space and no other species, kinda ironic since that's what an island's all about" Ben said remembering the lecture from his biology teacher when they were learning about Charles Darwin.

"So are you going to tell us about your powers now?" Mamori asked, "maybe you're an exstar" she suggested "nope it's all this" Ben said holding up his left wrist. "Your watch?" She inquired "the Ultimatrix, the single most powerful device in the universe. It allows me to become any species of alien stored within it" he explained.

"Wow, technology like that can change the world" the red head commented, then the three spotted a large castle across the field. "Hey it's a castle!" Tokonome cheered racing towards it, Ben then whispered to Mirei "it may look pretty but I'm sure that under that nice wrapper is some type of unholy hell" he said.

She seemed to understand and nodded, then the two followed their red headed companion. Once they entered there seemed to be no one inside, "Um, hello? Is there anyone home in this castle?" Mamori asked. That's when Ben and Mirei grabbed her and rushed out of the way as a wall bursted up from the ground.

Then more popped up and surrounded them "saw that coming" Ben said readying the Omnitrix. "I'll bust down the door" he said, that's when they heard cheering. Looking up they saw tons of girls cheering "I ask again, where the hell are we?" Ben asked bewildered.

Then they saw the floor open and two girls rose from it. One looked like a badass while the other had some BDSM crap going on. "Judging from your innocent looks I'd say you three are the new transfers" the one with the eye patch said.

Ben and Mirei guarded Mamori, "you're all cute so I'll make this, quick, it'll be good to use you newbies to relieve my stress!" She yelled pulling the other girl down and kicked her a bunch of times. Ben blushed and averted his gaze, 'dammit this is freaking distracting. Wish I could just avoid seeing it entirely' he thought before he suddenly went blind.

"Hey what's going on?" He asked waving his hand in front of his eyes, mot noticing his hair turned from brown to orange and his eyes were gone. "I'm blind!" He exclaimed, then calmed down when he gained the same thermographic sense that Wild Mutt's has.

"Oh never mind" he said, 'I got wildmutt's blindness and enhanced senses without fully transforming? That's new' he thought. The slave girl then transformed and became a giant heavy gauntlet on the badass's arm.

"Slave girl makes a pretty good arm, for a slut who lets anyone take her for a spin. Not let's start!" She then fires off the big wrecking ball at the three, the blonde grabbed Tokonome and jumped out of the way. Ben on the other hand retaliated "look out!" He yelled before reverting his head back to normal.

And right after he noticed his left arm was missing the Ultimatrix, which had moved itself to his chest. And after saw said arm turn into Humungosaur's and caught the ball. "I can turn parts of me into my aliens now? This is getting interesting" he said before his other arm split into two and became that of four Arms.

These sudden rapid transformations had startled everyone, on the balcony they saw two girls, one navy blue short hair with red glasses and the other a pink long hair. "Why is it that the new male is using his powers while the girls haven't activated drive yet?" The pink hair asked.

"Perhaps what happened on the beach was an incident" the blue hair suggested? Ben then grabbed the rope the wrecking ball was attached to with both Four Arms arms and pulled. Yanking the girl towards him "get ready for a grand slam!" He yelled while his left arm changed into Armadrillo's and socked her in the gut sending her flying back.

On a higher level a girl was sitting watching the fight "they're just running' they should at least try to please the crowd! Otherwise I'm the one who's gonna take the blame!" She complained. A voice then came from behind her "Meifong" the girl now known as MeiFong turned and saw a coin being thrown at her.

And there were two women behind her... (hearts in eyes) with very sexy outfits. "I'll bet one maid on the two new transfers" the blonde said, "Uh... sure, one maid right" she replied. 'Lady Lady'

Back with Ben, Mirei and Mamori, Surprisingly the wrecking ball arm managed to get back up. And was still fighting trying to smash the two while being constantly intercepted by Ben. "It's a shame your friends won't put up a fight" she said. "If they don't want to fight they shouldn't be forced to" Ben said turning his arms into Four Arm's and his legs into XLR8's with the tail.

"But the sadist in me does enjoy a good old fashion Curb Stomp!" She yanked a cord on the back of her gauntlet and the ball at the end grew spikes. And she went for Mamori who was knocked aside not to long ago, Ben changed tactics and grabbed the ball with Wild Vine's arm holding it back while Shikishima rescued the red head once again.

"Just tell them we surrender" the teen said, "maybe if we apologidor intruding on their castle they'll leave us alone". Ben looked to the sadist and saw that creepy grin she had "Yeah I wouldn't count on it, that smirk on her face says she's 100% crazy" Ben said rushing to the two.

"Ben's right, we have no future by showing weakness" Mirei said, she then turned Mamori's face towards her. "Now just relax" what happened next was something Ben wasn't expecting, the blonde began kissing the red head.

As expected the boy blushed, and his limbs reverted back to normal, 'what... what's going on?!' He asked himself. Then noticed Mirei glance at him and temporarily separate from a stunned Mamori. "Ben, do you happen to have any forms that can adapt technology or Metal?" She asked.

"Yeah why?..." he didn't have time to ask when she suddenly grabbed him and did the same. 'Why is she doing it to me now?!' As much as the stud tried the woman would not let go.

'What's she doing? I want her to let go... but I can push her away...' he though before the woman had stopped kissing him and kissed Tokonome again. Then unzipped bed jacket and pulled her shirt up revealing her bare breasts along with opening her shirt. Surprising both teens, and pushed her chest up against the red head's, then she separated from Mamori and let Ben kiss her while lifting up his shirt. And no doubt he could feel both pairs of boobs pushing against each his chest.

'What's going on?' 'It feels like something's... somethings... about to burst!!'

Mirei took notice of both of them glowing green and pink, then spoke "fusion trance" in a bright flash of energy both teens were now a futuristic sword.

Though Mamori wasn't aware of anything in her weapon form Ben was fully awake. "Ow my head, what happened?" He asked in his digitized voice.

"Where's Tokonome? And why the heck am I Upgrade? And a sword?" He asked, then noticed Shikishima running towards their opponent. Who just fired the wrecking ball's spikes like missiles, "woah no! Mirei swing us, now!" He yelled.

The blonde nodded and swiped the sword while Ben fired homing lasers at the spikes blowing them up. "Here comes the big one!" He said as Mirei dashed passed the eye patch girl.

Nothing seemed to happen, until the gauntlet began to fissure out, and after exploded. "Well... that happened... and what's supposed to happen now?" Upgrade asked before he flowed pink, and in the sword's place was Mamori.

"Huh?" She groaned regaining consciousness, then noticed Mirei and jumped out of her arms. And pulled down her shirt, "what you did... with your hands... wait where's Ben..." she was cut off before gagging and threw up right there.

"What was that?" She groaned holding her stomach, the taking notice of the green and black substance she just hurled up. And also noticed a familiar badge floating in it, "Wait I know that badge..." Then was surprised when it moved and formed Upgrade.

Who promptly reverted to Ben, "ugh... I hate it when metal turns to flesh while I'm merged with it" he complained. He then took notice that a few of the girls had their eye on Mamori, knowing what they might've said he rushed to her and zipped up her jacket so she'd at least avoid being teased from the Kanji on her shirt.

"Um..." she spoke, "I wasn't in the mood to hear teasing, since your Uh shirt's kanji said..." Ben muttered, she then flinched.

"I've now landed on an island of women. Why does that big scare my and interest me?"