Disclaimer: None of the Ben 10: Ultimate Alien or Bleach characters belong to me.

Okay everyone. Ben is going to wind up with one of Harribel's Fraccion. Will it be Sun-Sun, Apache, or Mila-Rose. Keep reading the updates to find out.

Chapter Three: Ben 10 the Fraccion?

As usual, Starrk was snoozing in his chambers. He had to admit that it had been quite a day when that human Ben Tennyson showed up. Starrk bet that not even Aizen could've predicted that Ben could turn into all those creatures they saw him use. Starrk wasn't sure how, but he had a feeling that Aizen was going to find some use for Ben.

His thoughts were interrupted by the fact that he felt someone grab a very private part of his body. With a yelp of pain and indignation, Starrk shot upright and was gasping for breath. He was greeted by a childish laugh. Grumbling, Starrk turned to look at the one responsible for waking him up. Standing there was a little girl wearing a very revealing outfit with a horned helmet that covered her head and one of her eyes. Any normal person would've freaked out by the hole in her chest, but holes like that were normal for the people of Hueco Mundo. The girl grinned.

"About time you woke up, Starrk," the girl said.

Starrk frowned at her. "Hello, Lilynette. What'd you wake me up for this time?"

It was Lilynette's turn to frown now. "You know why!" she said. "Something happened today and I want to know what. News is going around about some kind of intruder who was able to hold his own against the Privaron Espada."

Starrk groaned again. Figures she'd find out. What a pain.

"Give me a break, okay?" Starrk asked as he started to dose off. But that was delayed when Lilynette kicked him right in the rear. "Ow!"

"You're not going back to sleep until you tell me what in the world is going on here!" Lilynette yelled.

"Give me a break, Lilynette," Starrk groaned. "I'm not in the mood."

Lilynette continued Starrk's rear over and over. "Tell me, you jerk! Tell me!"

"Alright, alright!" Starrk yelled. Lilynette stopped kicking him, and simply folded her arms.

"Well?" she asked.

"Someone came to Hueco Mundo," Starrk told her. "A kid by the name of Ben Tennyson."

Lilynette's jaw dropped. "A human? A human? What's a human doing in Hueco Mundo?"

"How should I know?" Starrk asked her back. "According to Ben, he's not even sure how he got here. Aizen-sama promised Ben to return him home if he helped us."

Lilynette's eyes softened. "Does he even know what we are?"

Starrk looked at the ground. "No," he admitted. "Ben's never heard of Arrancar. Safe to say that he has no idea what Hollows are."

Lilynette shook her head. "Poor kid," she said softly. "Doesn't even know what he's gotten himself into."


Baraggan on the other hand was feeling nothing but contempt and disgust towards Ben. And how could Aizen allow a measly human to become a Fraccion? That was a disgrace!

In Baraggan's quarters, he was greeted by some of his own Fraccion. A masked, blonde haired man approached him.

"Is something troubling you, Lord Baraggan?" he asked.

Baraggan merely looked at the man before finally speaking. "Yes," he said. "Aizen has allowed some human kid to become a Fraccion."

Baraggan's own Fraccion exchanged shocked looks with each other. Then one of them, a rather massive man with a calm face, spoke. "Why would Aizen have a human in Las Noches, let alone allow one to become a Fraccion?"

"According to the brat," Baraggan told him. "He just found himself here. And Aizen's allowing him to become a Fraccion because the brat's has the power to turn into different creatures."

This caught all of his Fraccion's interest.

"Is he a Shinigami?" asked a short male with black hair and wearing what appeared to be a feline's skull on his head.

"No, Vega," Baraggan said. "It is for certain that the brat is no Shinigami. But if that's the case, where did he acquire those powers?"

But Baraggan turned to face his Fraccion.

"Not that it matters. I intend to show Aizen that the brat is not wanted and not needed. And that is where you all come in."


Harribel had gone to greet her own three Fraccion and told them about the situation.

"This is ridiculous!" shouted one of them. It was a tomboyish girl with short blue hair and different colored eyes. She also had a horn like ornament attached to her head, giving her a unicorn like appearance.

"What's wrong, Apache," asked the second of Harribel's Fraccion. This one had dark skin like Harribel, and long brown hair. Her clothing was similar to that of an Amazon on her muscle toned body. "Scared the big bad human is gonna hurt you?"

"Ha!" Apache laughed. "Sounds to me like you're the one who's scared, Mila-Rose. But that's hardly surprising since you're just a big coward."

"What did you just say?" Mila-Rose yelled at Apache. The two glared and growled at each other until they were interrupted by a girl with long hair, three dots under one of her eyes, and having one of her long sleeved arms covering her mouth.

"Stop it, you two," she said to them. "For once, can't I just have a nice day without having to put up with your constant bickering? Since you're both obviously scared of this human, there's no point in trying to hide it."

"Shut up, Sun-Sun!" Mila-Rose and Apache both yelled. "No one was talking to you, anyway!"

Apache snorted. "Besides, this guy's probably useless like how the other men are around here except for Aizen-sama."

"Ha!" Mila-Rose laughed. "For once we agree on something, Apache. This guy's probably no different than all the other jerks around here."

Sun-Sun sighed. As usual, it was as if Apache and Mila-Rose were trying to see who was better. Like them, she was surprised that a human had been recruited, but knew that Aizen would have a reason for allowing such a thing to happen. Rather than speak to them, Sun-Sun looked over at Harribel. Instead of going by Apache and Mila-Rose's assumption, she would see what their leader thought of the human.

"Harribel-sama," she said. "What is this human like?"

Harribel was silent for a moment. "His name is Ben Tennyson. And unlike your assumption about the men here, girls, he is far from useless."

This got the girls' attention. If Harribel praised someone, then they had to be good.

"Really?" Apache asked with her mouth open. "What's he like?"

"You'll soon find out," Harribel told her, causing the girls to look at each other in confusion. "Baraggan has requested that Ben should do battle with some of his own Fraccion."

The three's eyes widened in shock. Then Mila-Rose scoffed.

"Figures," she said. "That old fart will do anything to make himself look superior. What about you, Harribel-sama? Do you think this Ben Tennyson stands a chance?"

"It depends on well Ben fights," Harribel told her. "In the fights I've seen him in, he has proven to be quite clever. I believe he can win."

The three girls looked at each other. This Ben Tennyson guy had to be something to earn Harribel's respect.


But at that moment, Ben figured that he was gonna die of boredom. This place was nice and all to him, but it had absolutely nothing. No TV, no video games, no chili fries, and no smoothies either. Talk about torture. Not only that, but now Ben had to choose to be a Fraccion to one of those Espada guys. All poor Ben wanted to do was go home. Something was up though. Why didn't Aizen simply let him go home?

At that moment, Ben heard a knocking at the door.

"Benjamin," Tosen's voice said. "It's me. May I come in?"

"Uh, sure," Ben said, quite caught off guard by such a thing.

The door opened and Tosen walked in.

"I trust you're comfortable, Benjamin?" he asked him.

"Yes sir," Ben told him. Just bored out of my mind. He said in his head. But Tosen was one of the few people he liked being around, so he didn't say that aloud.

"You're probably wondering why Aizen-sama has not merely sent you home," Tosen said, causing Ben's eyes to widen. "It would seem I am right, judging by your silence.

Ben looked at the ground in embarrassment.

"The truth is, Benjamin," Tosen said in a grave voice that drew Ben's attention. "Aizen-sama requires your assistance."

Ben stared at Tosen. His assistance?

"You see, Ben. You came to Hueco Mundo at a very bad time. We are about to go to war."

Ben groaned as he looked at the ground. He remembered the last time he had gotten caught up in wars. The first was when he had to battle the Highbreed from wiping out all other races in existence. The second was when that little girl Probity had asked him to stop the war on her home planet. While both had different results, Ben had hoped that he had seen the last of wars, at least for a while.

"You seem familiar with war, Benjamin Tennyson," Tosen said after noting Ben's disgruntled expression.

"I have," Ben said. "Not my favorite thing. Let me guess, you want me to help fight in this war?"

"Yes, Ben," Tosen said. "But we have a good cause for this war. We are about to go to war against people called Shinigami, who live in a place called Soul Society. They are ruthless and corrupted, doing things only for their own ambition and not caring about the suffering of others."

Ben looked at Tosen in shock. "Are they that terrible?"

Tosen nodded. "Indeed they are, Benjamin. I myself had experienced the cruelty of Soul Society. They allowed one of their own to kill a dear friend of mine and let him go unpunished."

Pity for Tosen and anger at Soul Society filled Ben's mind.

"Dude," Ben said, getting up. "That is so not cool!"

For a moment, Tosen was a bit confused by Ben's words. But he figured that it must be what modern kids used and he could easily tell by Ben's tone that he was angry.

"What I have been through is just one example of their wickedness," Tosen went on. "And their ruler, the Spirit King, merely sits on his throne and allows the corrupted to do as they please. Aizen wants to overthrow him and create a world of peace."

This amazed Ben. Was Aizen really trying to do that? To Ben, it always seemed like Aizen treated everyone else as children and that Aizen was the only adult. But Tosen seemed a truthful person, so maybe Aizen was fighting for peace.

"I will leave the decision to you, Benjamin," Tosen said. "But your help would be really appreciated."

Ben looked at the ground in silence. After hearing Tosen's story, he knew that he couldn't just leave things alone.

"Unfortunately, Benjamin," Tosen said. "Something else requires your attention first."

Ben looked at Tosen in confusion. What did he need to do now?

"Baraggan has requested of Aizen that you battle his Fraccion. He believes that your battles with the Privaron Espada were not convincing enough to prove your worth."

Ben sighed. Figures the old guy was the one who was completely against him.

"Aizen said it would be an excellent idea so that we can see more of what you can do," Tosen explained. "But he did say that he would leave it up to you."

"I'll think about it," Ben said. He personally wanted in the mood to get into any more fights. But it looked like fighting was the only way to get some respect around here.

"Incidentally, Benjamin," Tosen said to Ben. "Have you decided which Espada you would like to be a Fraccion to?"

To be honest, Ben didn't want to be anyone's Fraccion. Nothing personal, but it didn't make Ben feel comfortable. But now that Ben knew what the Espada were doing…

Hold on a minute, something in Ben's mind thought. Remember what Dordonii said. He said you had to be like the Devil himself here. Show any compassion and you would wind up with a blade in your back. This doesn't make any sense.

"It seems that you still don't trust us," Tosen said. "And due to your previous encounters it is completely understandable. You see, Benjamin, Las Noches is the only haven in Hueco Mundo. Beyond this sanctity is world where it is killed or be killed. That attitude has continued within Las Noches itself. Yammy is a prime example."

Ben nodded, despite the fact that Tosen was blind. But Tosen went on.

"But Lord Aizen does not approve of needless violence. We thought you might have been a spy for Soul Society. That is why he allowed Yammy to fight you."

That's how they handle spies? Ben thought.

"I know it is difficult, Benjamin," Tosen said. "But Aizen-sama is righteous. And if anyone tries to harm you, Aizen will make sure that justice is done."

This didn't really fill Ben with confidence. First, everyone had been all up for killing him. Now they were trying to play buddy-buddy with him. But Tosen's story about Soul Society seemed convincing enough. And Ben had become friends with some of the most unusual of people. Some of them had indeed wanted to kill him. Take Kevin for example.

Now on the topic of having to work with any of the Espada. Most of them gave him the creeps. In fact, the only two that didn't bother Ben were Harribel and Starrk. Starrk didn't mind him and Harribel was the only one who gave him an honest compliment. Ben blushed when he realized that he thought that Harribel was rather beautiful despite the fact that she kept her face covered up. He thought about his decision for a moment. No offense to Starrk, but Ben figured the guy looked extremely lazy. During his first time with the Espada, Ben could see that Starrk wanted nothing more than to drop down and fall asleep.

"Is it alright if I tell you later?" His face started to turn red, afraid that Tosen might tease him about it. But Tosen didn't seem the type of man to do such a thing. Gin on the other hand would. He certainly looked like the type of guy to do that.

"I understand, Benjamin," Tosen said. "I shall inform Aizen-sama. Also, would you like some time to think about Baraggan's challenge?"

Ben sighed and looked at the ground. He highly doubted that the old man was going to respect him no matter what he did. But he also knew that if he didn't make a stand, then Baraggan would probably continue to harass him.

"Alright," Ben told him. "I'll do it."

Tosen nodded. "I have confidence in you, Benjamin. Good luck."

Ben couldn't help but feel a little touched that Tosen told him that. He really felt that he could become friends with him.


It wasn't long before all of Las Noches was aware that Ben was now going up against one of Baraggan's minions. In the majority's opinion, it was foolish. Ben had already proven that he could handle himself against a Privaron Espada, and they were second only to the regular Espada.

"Even the weakest of my Fraccion are more than capable of dealing with the Privaron Espada," Baraggan had said when anyone told him their opinion on the outcome between Ben and his Fraccion. "That little brat will be no match for any of them."

Of course, the main reason most were interested was because they wanted to see more of Ben's forms. Szayel was talking to his own Fraccion about it.

"What great timing!" Szayel said to them cheerfully. "I didn't think I'd get the chance to see more of Ben's forms so soon. I hope he uses ones we haven't seen yet. I feel like imitating Yammy and yelling 'Suerta!'"


The fight was to take place outside. Tosen had come to Ben's room and led him outside.

"Are you ready for this, Benjamin?" Tosen asked him. "Beating Baraggan's men does not necessarily mean that he will respect you."

Ben shrugged. "I figured," he said. "But I might as well let him know who he's dealing with."

Soon, they went outside. What greeted Ben was a big shock. It was daylight now. But Ben noticed something was off. Instead of the massive dome, he saw a bunch of towers and pillars. He scratched his head in confusion.

"The dome you know doubt saw outside is a fake sky that Aizen-sama created for us," Tosen explained to Ben. "It is always night in Hueco Mundo, so Aizen-sama decided to bring light to the darkness."

Ben whistled as he looked up in the sky. He had to give points to Aizen for creativity.

"Ah," said Aizen's voice. "Tosen, Ben. I'm glad you could make it."

Both turned their heads in the direction of Aizen's voice. He was standing at the left of them accompanied by the other Espada and several people that Ben figured had to be their Fraccion. He gave a look over to Harribel, wondering if she would want Ben to join her Fraccion. He was then aware that the girls next to Harribel were three other girls. He blushed a little red when he realized that each of them was rather cute.

"This is the kid everyone's been talking about?" a voice asked. "That's a laugh! He looks pathetic!"

Ben turned to see who said that. He noticed that it came over from where Baraggan and his Fraccion were. The one who said it was a man with no shirt, which showed the many red tattoos on his body.

Another one, short one who looked around the same age as Ben as well as a feminine appearance spoke. "Lord Baraggan, you honestly want us to fight him?"

Baraggan looked at the speaker. "Aizen-sama," Baraggan said with heavy sarcasm. "Believes this boy is of use to us. I want him proven wrong."

Ben glared at Baraggan. Then his attention was drawn by Harribel's Fraccion.

"So this is the big, bad, Ben Tennyson we were told so much about," said the girl with the different colored eyes. "Sure doesn't look like much."

Ben frowned at that.

"Appearances can be deceiving, Apache," said the dark skinned Amazon looking one. Ben couldn't help but wonder if she had gained Harribel's lack of modesty. "You're an example of that yourself."

"What was that, Mila-Rose?" the one called Apache shouted.

As the two argued, the third girl walked over to Ben. She was much more composed than Apache and Mila-Rose, but Ben couldn't figure out why she had one of those long sleeves over her mouth. Was she trying to cover a pimple or something?

"I apologize for my comrades' rudeness, Ben Tennyson," the girl said in a soft voice. "My name is Sun-Sun. Harribel-sama holds you in high regard. I hope you do not disappoint her."

"Same here," Apache and Mila-Rose said, looking at Ben. "If you do anything to make Harribel-sama look bad then we will make you pay."

Ben gulped at this. Talk about loyal. Maybe it wasn't such a good idea to join Harribel's Fraccion if the others were ready to kill him.

"Can we get this over with?" Grimmjow rudely blurted out. The others next to him (obviously his Fraccion) nodded their agreement. Aizen smiled.

"Of course, Grimmjow," Aizen said to him. He turned to face Baraggan now. "Baraggan. Have you chosen who Ben shall battle?"

Baraggan looked at Aizen, and then at Ben, and then back at his Fraccion. He looked at each one as if to size up which one should fight Ben first.

"Cuulhourne," Baraggan said finally. Ben noticed several of the others wince or grimace at this. Who was this person? Was he weak or something? But Ben's thoughts were interrupted by a somewhat obnoxious voice that shouting cheerfully.

"Okay, okay, okay, okay!" Ben turned to see the source of the voice. And suddenly thought that he had walked into a nightmare.

Twirling like a ballerina was a muscular man dressed in clothes that were definitely not meant for a guy to wear. His pants too tight and his shirt hardly covered his chest. He had long purplish hair and wore what looked like a small tiara on his head. His face was the worst. It was as if the guy had tried and failed to make himself look like a woman.

"I am Lord Baraggan's Fraccion, Charlotte Cuulhourne," the man said while winking at Ben the same way a flirty girl would. The whole thing had Ben's face turn green enough to match his jacket.

"Oh my," Charlotte said in a poor imitation of a girl's voice. "Are you alright?"

"Just feeling a little disturbed is all," Ben said weakly, taking a step away from Charlotte. Unfortunately, Charlotte didn't get the message that he was the one who was creeping poor Ben out.

"It's no good fighting if you aren't well," Charlotte said. "Maybe we should get you some help."

"No need," Ben said. "I'm okay. And I'm grateful that I didn't eat any lunch yet."

"Well then," Charlotte said energetically, oblivious to what Ben meant. "Shall we begin?" he asked while striking a feminine pose. Ben resisted the urge to bolt right then and there.

"Uh, sure," Ben shrugged, while struggling to keep himself from feeling grossed out. He knew that he was gonna have nightmares after this.

"Good," Charlotte said, pulling out his sword and kissing the blade. "Let's go."

Quickly, Ben activated the Ultimatrix, set the dial and slammed it down. After the flash of green light, Ben was replaced by a tall and lanky cycloptic creature made out of purple rock. Pink stones stuck out of his back like spikes and one stuck out of his forehead like a horn. This new form struck a fighting pose.

"Chromastone!" the form shouted.

Aizen raised his eyebrow with interest at this new form. Chromastone, as Ben called it, seemed to be made of rock, but its scrawny frame clearly indicated that it made more powers than just its body. He was curious to see what Ben could do with this form.

But for the most part, none of the people seeing Ben for the first time were particularly impressed with this form. It didn't look intimidating and was rather a disappointment. In fact, Baraggan thought Ben was mocking him by turning into such a weak looking form. Charlotte on the other hand, didn't look bothered one bit. In fact, he seemed rather interested in Chromastone.

"Ah," he said while running a hand through his own hair. "So you have decided to compete with my beauty by turning into a form made of precious stones, Ben Tennyson?" he asked. "I'm sorry but there is no beauty in all creation that can compare to mine." He then let out giggle.

Chromastone blinked at him. "Beauty? Uh, sorry pal I think you need to get a reality check. It's kinda freaking me out."

Nnoitra, Grimmjow, Grimmjow's Fraccion, and anyone else that could starting laughing at Chromastone's comment. Now it was Charlotte's turn to blink at Chromastone. "Oh my," he gasped. Then he walked up to Chromastone, who naturally took a step back. Charlotte looked at Chromastone for moment, brought his hand back, and slapped Chromastone right across the face.

Being made of silicon, Chromastone hardly felt the slap. But he was still thrown off the fact that the guy actually slapped him. Just how bad did this guy think he was a woman?

"How dare you?" Charlotte yelled, obviously very offended by Chromastone's words. "What right have you to judge a person by their appearance?"

To be perfectly honest, Charlotte did have a point. Ben had plenty of encounters with weird people and creatures. But then again, none of them had ever acted like the opposite of their gender before, so Charlotte was something. And in a disturbingly bad way.

"Come on, already," Grimmjow yelled. "We came to see a fight, not some beauty contest. Start fighting."

"Hmph," Charlotte said with his hands on his hips and nose up in a girly manner. "Fine then," he huffed. Then he turned to face Ben. "I guess it's time to start now isn't it?" he winked at Chromastone, causing Chromastone to blanch.

With that, Charlotte leaped high up into the air. Chromastone looked up and saw him flipping back down to where he was standing.

"Beautiful Charlotte Cuulhourne's Miracle Sweet Ultra Funky Fantastic Dramatic Romantic Sadistic Erotic Exotic Athletic Guillotine Attack!"

Chromastone had been too baffled by the long and pointless adjectives that Charlotte was shouting out, that he had almost failed to noticed that Charlotte was now right above him, bring his sword down. Chromastone managed to leap out of the way in time, but he turned around to see a giant gust of sound that burst from the ground when Charlotte struck down with his sword. His eye widened. This guy may be a little cracked in the head, but he was certainly strong.

"Ah," Charlotte said, smiling at Chromastone's amazed expression. "I see my beautiful technique has left you completely speechless."

"No," Chromastone said. "Not really." With that, Chromastone raised his hands and fired what appeared to be a rainbow colored beam of energy out of them and right into Charlotte's stunned face. The blast knocked him backwards and fell butt first on the desert's sand.

"Interesting," Szayel said as he looked like Chromastone. "Judging from the fact that the beam he shot was rainbow colored and had absolutely nothing to do with a Cero, I'd say that this 'ChromaStone' has the ability to absorb sunlight and convert it into offensive blasts. Quite impressive actually."

Apache shrugged as she overheard Szayel. "So he's got some moves. Big deal."

Grimmjow snorted. "So he picked a rock monster that shoots rainbow beams? Tch. That's pathetic. I liked it better when he used things like that Humungousaur that beat up Yammy."

This got the attention of the all the other Fraccion. No one had bothered to tell them that Ben could fight on par with an Espada. Not even Grimmjow's own Fraccion were told about this. They looked at Ben with greater interest.

Charlotte brushed the sand off his clothes and looked at ChromaStone. "Not bad, Ben Tennyson. Seems this is a fight to see who can pull off the more beautiful technique."

Ben was really starting to regret choosing ChromaStone. Every time he made a move, Charlotte would misinterpret it as an attempt to upstage him in "beauty". Ben shivered at the thought. He had to hurry up and end this fight now. He charged at Charlotte, ready to punch him. Charlotte dodged out of the way and swung his sword. It clanged off ChromaStone's silicon body. Charlotte tried to strike again, but ChromaStone charged forward, grabbing Charlotte with surprising strength for his scrawny size and slammed Charlotte into the ground. He fired another rainbow colored blast, but Charlotte blocked himself with his hands. This time the blast didn't do anything.

"You caught me off guard with your little technique before, Ben Tennyson," Charlotte said. "But now that I know, it won't work on me again."

Chromastone cringed. He had to think of something fast. Well, it looked like Chromastone was no use against this guy, so he'd have to use a different alien. Touching the Ultimatrix dial, Ben transformed. This time, he transformed into what appeared to be a pile of slime in humanoid form. A strange UFO floating above his head.

"Goop!" the creature yelled in high pitched voice.

"Ugh!" Charlotte cried in disgust upon seeing Goop. "What…what is that disgusting thing?"

"Hey!" Goop yelled at Charlotte. "I have a name you know."

Baraggan snorted in annoyance. "Are you trying to mock me brat, by transforming into these ridiculous creatures?"

"Hey, Goop is a good choice," Goop snapped at Baraggan. "I'll prove it, too."

With that, Goop made his body loose its humanoid shape and shot forward at Charlotte, the UFO device seeming to follow him as he did. Charlotte swung his sword, but it simply passed through Goop's slimy body. Charlotte recoiled as he regarded Goop like he was some kind of germ. But soon, Goop wrapped himself around Charlotte's body, completely immobilizing him. Everyone else watched as Charlotte struggled to break free of the slimy situation he was in. One, it was disgusting and two , it was ugly. For someone like Charlotte, having something so ugly be so close to him was torture.

"Let go of me!" Charlotte practically screamed. He tried to flay his limbs, but Goop had wrapped them up pretty tight.

"Say uncle!" Goop taunted, amused at how Charlotte was freaking out.

"Fascinating!" Szayel cried. "This form seems to be some kind of polymorph. Lacking an solid structure, Ben is capable of morphing this form to his needs. And the fact that it's immune to any kind of physical attack makes it even more useful of a form than at first glance. Oh, Ben you naughty boy, keeping such useful forms up your sleeve."

Harribel nodded in agreement with Szayel. It was rather clever for Ben to have a form like Goop around.

"Do you see that girls?" she asked Apache, Mila-Rose, and Sun-Sun. "Benjamin is a resourceful boy."

Mila-Rose silently admitted that she had to agree with Harribel. The boy was definitely full of surprises. And the fact that most opponents would drop their guard due to Ben's human appearance only gave him one more advantage in a fight. She could not deny that Ben was very valuable to the cause. Then she found herself wondering what his human side was like.

When Sun-Sun had set eyes on Ben, she could see something about him. Something that made you want to believe that no matter how hard the odds were, he would come out on top. She realized it was the type of feeling that Arrancar felt around Aizen.

Apache on the other hand, just laughed out loud. "Come on, Harribel-sama," she said. "He's only doing this good cause he's battling Charlotte of all people. That drag queen is too vain and full of himself to be a challenge to anyone. I'll respect this kid after I see what he can do in a real fight."

Unfortunately, her comment did not go unnoticed by Baraggan, who was now fuming by Apache's words.

"It would be best if you were to keep your Fraccion's tongues in check, Harribel," he said to her.

Harribel turned her head to face Baraggan. "And perhaps it would have been best for you to not have underestimated Benjamin Tennyson."

Baraggan grit his teeth. He had to do something or he was going to be disgraced in front of the other Espada. He knew that he had to tip this in his favor.

"Alright, Cuulhourne!" he yelled to Charlotte. "That'll do for the warm up."

"Warm up?" Goop yelled. "Can't you just admit that I was winning the fight?"

"Because you used some a slime form due to the fact that you were too cowardly to trade blows with Cuulhourne?" Baraggan asked. "I think not. I have someone else in mind for you to fight."

Truth be told, Baraggan had actually expected Charlotte to have defeated the brat long before now. He hadn't counted on the boy using a form like Goop. But to be honest, he should've known better than to send Charlotte out there. He had always deemed the man the most useless of his Fraccion. His was too vain and too fearful of ugly things to be of any true use. No, Baraggan should've known to send a much more capable dragon to fight this cocky brat.

But which one? He could easily send his most powerful Fraccion to deal with the brat, but he had stated that his weaker members could defeat Ben. And using one of his stronger Fraccion would be a waste of time and it would be over too quickly. He wanted to watch this Ben Tennyson suffer as well as watch Aizen be proven wrong for the first time in his life.

Now which to use. Baraggan thought as he looked at each of his Fraccion.

The first among them was a tall man with white mask covering most of his face except for his mouth and his long blonde hair. A rapier was at his side as well as blade attached to his wrists. This man was Findor, the strategist of Baraggan's Fraccion.

The next one was the shortest of the group, the one with the young and rather girlish appearance. His clothing were a mandarin style jacket, sleeves rolled up on his elbows, and an upturned collar. His clothes, combined with the tiger skull on his head made him fierce. He was Ggio Vega, one of Baraggan's closer Fraccion. And he loved a good fight.

The next two were the biggest of Baraggan's Fraccion. The first one was massive and wore a helmet with short tusks protruding from the sides. The second one was extremely tall and had a resemblance to a tall and muscular Chinese monk. He had strange attachment to his chin that had two horn like structures prod out from either sides. They were Nirgge Parduoc and Choe Neng Pow.

The last one was the one who had asked him if Ben was the one they were supposed to fight. He wore no jacket, which showed the red tattoos over his body. He wore a beak like helmet on his head. His name was Avirama Redder and he was most likely the most battle crazy of Baraggan's Fraccion.

Baraggan considered his options. He was certain that Choe could easily defeat Ben. Not even Humungousaur could compete with Choe's true power. But if he sent Choe, the others would consider him a coward to not sending someone Ben could hold his own against. He could send Nirgge, but he had a feeling that Humungousaur could take care of him. That left Findor, Ggio, or Avirama.

"Avirama Redder!" Baraggan yelled. "Crush him!"

"Yes, Lord Baraggan!" Avirama yelled. "It shall be done!"

With that, he walked forward. Realizing that he had a new opponent, Goop released Charlotte. Charlotte fell on his knees and began brushing himself off as he try to make sure that he didn't have a trace of Goop left on him. Baraggan looked at Charlotte disdainfully.

"I will deal with you later, Cuulhourne." He said with contempt. Charlotte wilted at the glare he was receiving. Ben couldn't help but feel sorry for Charlotte.

"Alright!" the one called Avirama yelled. "Gonna hurt you, gonna hurt you, gonna kill you!"

Goop tilted his head in confusion. "Uh, what in the world are you doing?"

Avirama looked at Goop like he was crazy. "What are you, retarded? It's a ritual. The two of us shout what we're gonna do to each other to get in the mood. Come on! Gonna hurt you. Gonna hurt you. Gonna kill you!"

If Goop could roll his eyes, he would have. This guy looked stupid and violent. And he had a habit of yelling what he wanted to do to Ben. That's when an idea came to Ben. He knew just the form to use against this guy. Touching the Ultimatrix, he transformed. In his place was a tailless, muscular, humanoid tiger. Rather big claws were in the middle of his hands and he had a vicious look in his eyes.

"Rath!" he yelled.

Ggio's eyes widened the most when everyone saw this new transformation. Another tiger? What the heck?

But Rath's attention was only on Avirama Redder. "Let me tell you something, pal!" he yelled. "I'm gonna shove my hands down your throat, rip out your intestines, and use them to make a sweater!"

At first, Avirama just looked at looked at Rath in absolute shock. Then his face lit up into a huge grin.

"Yeah!" he yelled. "Now that's what I'm talking about! My blood is racing! Alright, Rath! You better not disappoint me!"

"You better not disappoint me!" Rath shouted back.

Avirama's grin widened. "Scalp, Aguila!"

Rath watched as Avirama transformed. His body had now become like a giant bird man completely covered in red feathers. He soared into the sky and shrieked.

Rath balled his fists in excitement. "Now you're making it interesting!" he called.

Avirama's real mouth, which was covered by the beak like structure he now had, was grinning bigger than ever before.

"How's this for interesting?" he called down to Rath. "Devorar Pluma!"

Suddenly the feathers from Avirama's wings began firing at Rath. The big guy just stood there as the feathers pelted him down. The desert sand around Rath shooting up as each feather struck. Unlike Cirucci's feathers, which were blades, these feathers were as hard as stone. This, combined with how fast Avirama was shooting them could be equal to that of a painful meteor shower. And the fact that he could instantly regrow his feathers made it so that he could keep up the attack as much as he wanted.

"Tch," Avirama groaned. "He just stood there. And I was hoping that I was gonna get a good fight out of this."

When the sand cleared, everyone was in for a surprise. Rath was still there, still looking at Avirama like nothing had happened. He looked completely unhurt.

"Is that all you got?" Rath yelled. "Is that all you've got? I've felt raindrops more painful than that!"

Avirama thought he was in paradise. Long had he wanted an opponent that could get his adrenaline pumping and make him just go wild in a fight. And now here was this shapeshifting human who fit the bill entirely. After this fight, he'd have to see if Baraggan would still let them keep Ben as a pet or something.

"Is that all I've got?" Avirama repeated to Rath. "Not even close!"

With that, Redder fired off even more of his feathers at Rath, who this time decided to dodge. He continued running to dodge, and proved to be quite good at it. But Avirama wouldn't let his foe get away. He flew after him.

Meanwhile, Aizen walked over to Szayel. "Well, Szayel," he said. "What is your opinion on this?"

Szayel tapped his chin. "Well," he said. "While this form is not as interesting as some of Ben's other forms, it does have its uses. This form seems to be one purely for combat use, which is perfect to use against someone like Avirama Redder. Rath seems to be highly aggressive and very short tempered. He also appears to be less intelligent in this form, which allows him to brush off injuries like they were nothing."

Avirama was getting impatient. After all he and Rath had just been through, this couldn't be all he was capable of. All Rath was doing was dodging his attacks.

"Come on, Rath," Avirama yelled to the tiger-like creature. "This is a fight! Birds and cats are natural enemies! Show me what you've got!"

Crouching down like a real tiger, Rath leaped into the air and slammed Avirama with a perfect uppercut. But his attack didn't end there. He grabbed Avirama by the neck, swing his body so that he would wind up on Avirama's back, and gripped him in a headlock. Avirama struggled to get Rath off, but Rath's grip on his neck was like iron. The oxygen to his brain was effectively cut off.

"Let me tell you something, Avirama Redder!" Rath yelled despite that fact that Avirama was at his face. "Birds are not cats' enemies. They're food!"

And Rath raised his fist back and practically slammed it against Avirama's head. The blow was enough to send Avirama nosediving straight into the ground. Rath let go of Avirama and stood to face him.

"Come on, Bird Man," Rath said. "I thought you said you were going to hurt Rath. How are you supposed to do that when you're having a sand sandwich?"

Baraggan was gritting his teeth and his fist were balled extremely tight. So far, this boy had managed to make a fool out of two of his Fraccion.

Slowly, Avirama got back up to his feet. He laughed weakly as he started to get air back in his system.

"This is great," Avirama said. "Ben Tennyson," he assumed another fighting stance. "I think I've just found my sparring partner."

Rath grinned. "Just don't come crying to me when I kick your butt so bad, Bird Man!"

Avirama took off into the sky again and began blasting more of his feathers at Rath. However, Rath knew that if he kept fighting in his current form, things could get messy. So instead, he decided to try something else instead. Touching the Ultimatrix dial, he transformed again. In his place was a big, two legged turtle like creature. It's arms were rather more like flippers and he had holes on his chest.

"Terraspin!" this new form called.

Avirama Redder yelled. "What happened? Why'd you change into some turtle thing? Change back to Rath."

"I'm afraid not," Terraspin said. "I'm perfectly capable of defeating you with this form."

Avirama laughed. "Defeat me? Defeat me? And how do you intend to do that as a turtle?"

Terraspin smiled. "Like this."

Terraspin tucked his head into his shell and jumped into his air. His legs connected together and altered themselves along with his arms to become more blade-like. Then, the limbs began to spin wildly like that of a fan and wind began pouring out of the holes in his chest. The wind erupted into a massive gale force. Avirama found himself struggling against it.

"What does this boy not turn into?" Apache asked.

"So many forms and so many powers," Mila-Rose noted.

"But Harribel-sama," Sun-Sun said. "What exactly does Aizen need Benjamin for?"

Harribel merely watched as Terraspin continued to use his wind powers on Avirama. "I'm not sure," she admitted. "But I am certain that Aizen has some need for Benjamin."

Meanwhile, Avirama tried to fire more of his arrows, but Terraspin managed to hover out of the way. He moved his body so that his chest was facing toward the ground, using the wind he produced to allow him to hover. He flew towards Avirama and slammed into the dumbfounded man. The two crashed into the ground again. Avirama was about to get up until Terraspin slammed his shell into him again.

"What do you think you're doing?" Baraggan yelled. "Stop going easy on this human and finish him."

Harribel looked at him. "Perhaps your subordinate isn't holding back," she stated. "Perhaps you made the mistake of underestimating Benjamin."

Baraggan glared at her. "Don't you dare mock me, Harribel. There is no way a human could defeat an Arrancar, let alone a member of my Fraccion."

Apache grinned. "Then how come I see Ben over there beating up one of your Fraccion, then?"

"I have seen enough," Aizen said suddenly. Everyone stopped what they were doing and looked at him. Even Ben and Avirama, who were locked in combat, stopped what they were doing.

Baraggan glared at Aizen. "Why are you stopping them? There hasn't been a winner yet."

Aizen smiled at Baraggan. "I believe that if we went any further, Ben would win."

Baraggan's eyes shot so wide. He visibly struggled to keep himself under control. "You seem pretty confident that the brat would win."

Aizen just continued to smile at him. "I have seen enough of Ben's skills to come to the conclusion that he no doubt wields many forms that we have not yet seen. His wide variety of powers is what makes him so dangerous. And as Harribel had stated, Ben is very resourceful, as I have noticed with my own eyes. Without a doubt in my mind, Ben would be able to beat all of your Fraccion."

Now all of Baraggan's Fraccion were shocked and insulted by Aizen's words. And they weren't the only one. Harribel, Nnoitra, Grimmjow, and Szayel's Fraccion were all shocked. Did Aizen really hold Ben in such high regards?

"Redder! Cuulhourne!" Baraggan yelled. "Get out of my sight! You are no longer part of my Fraccion!"

Terraspin's eyes widened as he heard this. He looked at Avirama and Charlotte, who both had looks of horror on their faces. He turned himself back to normal.

"Hold on," he said. "Isn't that a little harsh?"

Baraggan glared at Ben. "They are a disgrace. I have no need for people like that."

"Forgive us, Lord Baraggan, we beg of you!" Charlotte cried, getting on his knees and begging.

"Unforgiveable!" Baraggan yelled, striking Charlotte across the face. Charlotte tried to get up but Baraggan began stomping on him in anger.

"Hey, knock it off!" Ben yelled to him. He activated the Ultimatrix and turned into Swampfire. Before Baraggan could attack Charlotte anymore, Swampfire created a wall of fire between him and Charlotte.

"Stay out of this, brat!" Baraggan said.

"Like I'm gonna let you beat up these guys just because they lost?" Swampfire asked. "So they lost? Big deal! That doesn't give you the right to hurt them."

This was what really took everyone by surprise.

"They are useless to me," Baraggan said to him. "I have no use for them."

"Just because they lost?" Swampfire asked. "That's stupid."

Baraggan raised an eyebrow at Ben. "Stupid?" he asked. "You dare?"

"That's enough," Aizen said suddenly. "Baraggan, Ben is right. There is a chance for Charlotte and Avirama to become stronger now. You can use their battle with Ben as experience and motivation. They now have someone to try and surpass. You should not just get rid of them for losing one fight."

Baraggan was fuming. He had been humiliate and utterly degraded. Not only that, but Ben had the nerve to try and stand up to him. Unforgiveable.

"Fine," he said.

Avirama and Charlotte looked at Swampfire, who turned back into Ben. They walked over to him. And then they bowed.

"Ben Tennyson," Avirama said. "We are in our debt."

"Yes," Charlotte said. "To defend someone you don't even know despite the fact that they were trying to hurt you. You possess the most beautiful heart of all."

Ben nervously chuckled at this. Talk about awkward.

"And now everyone," Aizen said. "Ben Tennyson is to decide which of the Espada that he shall be a Fraccion to. Have you chosen, Ben?"

Ben thought about it and took a gulp. Well. He thought. It's now or never.

"I have chosen," Ben said. "I would like to be Harribel's Fraccion."

Aizen nodded. "Harribel," he said to her. "Do you have any objections?"

Harribel had to admit that she was a little surprised that Ben would pick her.

Nnoitra laughed. "What does he think he's doing? Choosing a woman? Pathetic."

Ben frowned at him. "Then tell me why she's number 3 and you're only number 5."

Nnoitra frowned. "You have something to say?"

Ben activated the Ultimatrix. Nnoitra grinned. "Not tired eh, Ben?"

"Nnoitra," Aizen said. "Ben has made his decision. The only one who has anything left to say is Harribel."

Nnoitra nodded.

"Now Harribel," Aizen said to her. "Do you have any objections with Ben being your Fraccion?"

Harribel analyzed all she knew about Ben. He had the power to turn into different creatures. He proved to be a very resourceful individual and was not brutish or arrogant like most of the men were around here. Nor did Ben seem ambitious. He could use that device on his wrist for personal gain, but he didn't. And seeing Ben stand up to Baraggan for bullying his own Fraccion was something else. Harribel knew without a doubt that Ben was special.

"I have no objections. Nor do I believe my Fraccion has any." She looked at her three Fraccion. "Do you girls?"

The three girls looked at each other. They had to admit that Ben was different from all the other guys here. He was a human after all, so that was probably the reason why. Sure it was gonna be weird having a guy join a Fraccion with mostly females, but personally none of them could think of a reason why Ben shouldn't join.

"We have no objections, Harribel-sama," Sun-Sun said with a curt nod. Harribel nodded back at her and she turned to face Aizen.

"So it is settled," Aizen said. "Ben shall now be part of Harribel's Fraccion."

The girl named Lilynette snickered. "I bet he just joined cause he thinks they're hot."

Ben glared at Lilynette the way he would glare at Gwen or Kevin when they teased him. It felt like he had a little sister who was teasing him about a crush.

But if anyone else heard Lilynette's comment, they didn't show it. Aizen nodded at Ben. "I will leave you to get acquainted with your teammates, Ben. Take care." With that, Aizen and just about everyone else walked off, leaving Ben alone with Harribel, Apache, Mila-Rose, and Sun-Sun. Charlotte and Avirama were walking a good distance from Baraggan and their fellow Fraccion members.

"So," Apache said once they were the only ones left. "Why did you want to join us? And if you only did it because you wanna try and get with Harribel-sama, I'll kill you."

"Wait," Ben said, waving his hands in front of him. "It's not like that at all. Harribel was the only person who I felt comfortable around."

Mila-Rose frowned. "What do you mean by that? If you think that Harribel-sama is some kind of weakling then…"

"She's the third Espada isn't she?" Ben pointed out to her. "And even if she wasn't, I still would've picked her."

Well there went the trio's accusation that Ben only did it because Harribel was one of the hire ups. This statement even left Harribel momentarily surprised.

"You chose me not as one of the Espada but as a person?" she asked him. Ben was just full of surprises.

"Yes," Ben said to her. Blushing a little red and scratching the back of his head, he said. "You just seem like a good person. Starrk is too, but I don't know what I'd do about a guy who's asleep most of the time."

At this, Harribel's Fraccion all laughed. Even Harribel cracked a small smile behind her jacket.

"You surprise me, Ben Tennyson," she said softly. "I believe I can trust you."

Sun-Sun nodded. "He does seem that way."

"I agree," Mila-Rose said. "About time Hueco Mundo got a guy who wasn't useless."

Apache scoffed. "I'll let him stay for now. But he's gonna have to work his butt off before he thinks he can impress me."

Mila-Rose laughed. "Yeah right, Apache," she said. "I bet your little heart was screaming out for Ben when he was fighting."

"Look who's talking, Mila-Rose," Apache said. "I bet your heart was pounding whenever he turned into those monsters and yelled out their names."

Ben found himself very embarrassed. Here these two rather cute girls were arguing about who liked him. And they were doing it right in front of him as if he wasn't even there.

"Girls," Harribel said. "I think that's enough."

Instantly the two girls stopped fighting and stood at attention like soldiers. Harribel then turned her head to look at Ben.

"Does that bother you?" she asked.

Ben shrugged. "I've seen worse at home." He admitted.

Harribel nodded. "Welcome to my Fraccion, Ben Tennyson."