Disclaimer: Ben 10 and Bleach do not belong to me.

Special thanks to Pyromania101 and Kamen Rider Chrome.

Well, everyone. Here is the latest chapter of Bleach: Ultimate Alien. As you can tell from the title, this is the canon episode that introduces Elena to the animated series. I do have some plans for her in the future so I thought I would go ahead and bring her in. Enjoy.

Revenge of the Swarm

Nelliel was making her way homeward from the bookstore. The store had a big time sale for the release of some new mystery novel. It was part of a series about a female detective, which was a hit seller according to readers there. The manager allowed Nelliel to have a copy, highly recommending it. Nelliel hoped to read it sometime tomorrow. For now, she just wanted to get home. As she rounded the corner, she spotted the Tennyson house. Nelliel picked up the pace, looking forward to collapsing in her nice soft bed.

But then she thought she saw something. There was a man right in front of the window to Ben's room. It was hard to make him out due to the large trenchcoat and fedora he was wearing. Nelliel narrowed her eyes. Anyone sneaking around a person's house this late at night only meant trouble.

Nelliel started running, ready to confront this mysterious prowler. Just then the curtains to Ben's room pulled back, showing Ben facing the intruder. He stepped away from the window but then there was a flash of green light and Cannonbolt shot out, tackling the man to the ground. Suddenly, mechanical tentacles seemed to come out of the man's body. A few wrapped themselves around Cannonbolt and hoisted him into the air. Cannonbolt then changed to Goop, his slimy body oozing its way out of the tentacles' grasp. Goop body-slammed the man but suddenly the man transformed into…Nelliel couldn't tell what it was but it looked like a swarm of flying metal. The metal flew away from Goop and disappeared into a nearby sewer grate.

"Ben!" Nelliel called out as Goop reached inside the grate, pulled something out, and turned back into Ben. Ben looked over at her.

"Nelliel?" he asked as she got closer.

"Ben, who was that?" Nelliel asked. "Why did he attack you?" Then she noticed the thing in his hand. It was metal in a sort of diamond shape with a small slit in the tip. Upon closer inspection, it looked like some kind of microchip. "What's that?"

"That was Victor Validus," Ben replied. "Somebody I met a while back. I don't know why he attacked me. As for this," he held the microchip up, "this is trouble."

"Should we get the others?" Nelliel asked.

"I'm gonna get Kevin and Gwen first," Ben said. "Find out what's going on. Then I'll tell the others if I have to."

Nelliel nodded. "Yeah, that sounds good." When they went inside, she looked at him in concern. "You gonna be okay?"

"I'm a little shaken up," Ben admitted. "But I'll be fine."

Nelliel smiled and gave him a quick kiss before heading off to her room. Ben just smiled and shook his head before going back to his room to get ready.


Ben had called Kevin and Gwen to have them meet at Mr. Smoothy's. Ben and Nelliel got there a little earlier so Ben could fill Nelliel in on the microchips. Apparently they were a sort of insect machine race that could enslave people's minds, and Victor Validus had been researching the microchips but got enslaved by their Queen, who was using him to mass produce more microchips so that she could enslave the world. But with help from Victor's daughter, Elena, Ben was able to destroy the Queen as Nanomech and ended the threat of the microchips. Or…so everyone thought.

Kevin and Gwen soon arrived in Kevin's car. After sharing greetings, Ben told them about what had happened the previous night. Ben had a nightmare about Validus and then…there he was.

"I guess I must've seen his shadow and that's what made me dream about him," Ben said.

"It's a little strange that you could have a dream about Validus and then he's suddenly right in front of your window," Nelliel said. "Kinda creepy."

"So you actually saw Validus?" Kevin asked Nelliel. He was a bit skeptical about the whole thing.

She nodded. "Yeah, he was standing right outside Ben's window when I was on my way home. Ben has one of the microchips."

Kevin and Gwen's eyes were immediately on Ben. He reached into his pocket and pulled it out for them to see. Gwen studied it carefully while Kevin rolled his eyes.

"We already had to deal with one bug problem. We don't need another," he groaned.

"So what do we do?" Nelliel asked.

"We need to find Validus," Ben said.

"How do we do that?" Nelliel wondered.

"He has a lab in town," Kevin explained. "We go there, we find Validus."

"Should we tell the others?" Nelliel asked.

"Nah," Kevin said. "Even if the microchips are somehow back, I think one Arrancar is more than enough to stop them."

"Are you sure?" Nelliel asked. "If these things can take over people's minds…"

"Take over living people's minds. Technically, you're dead so even if they took over your gigai, you'd be free if you left it."

"And what if I'm not able to…?" Nelliel started to argue.

"We're wasting time," Gwen said. "Let's just head to the lab and see what we can dig up. If we need help from the others, we'll be sure to contact them."

Nelliel was satisfied with that. Rather than take both cars, Nelliel and Ben simply hopped into the back seat of Kevin's car. They drove off to another part of town where Validus' lab was. Once they got outside, they gathered around the door.

"Ready?" Ben asked the others.

Kevin absorbed the metal from a nearby pipe. "Ready."

Gwen gathered mana around her hands. "Ready."

Nelliel raised her fists. "Ready."

Ben activated the Ultimatrix and transformed into Terraspin. He smashed down the door (along with part of the wall) and ran inside. But he failed to notice a mop bucket lying nearby. He tripped over the bucket, spilling all the water. Terraspin slid along the now soaked floor before coming to a stop near the other side of the room. Seeing a pair of feet in front of him, Terraspin looked up to see a janitor, holding a mop, looking down at him. As he got up, the others joined him.

"Where's Validus?" Kevin demanded, pointing at the janitor.

"Who are you?" the janitor asked, holding the mop in front of him like a weapon.

Nelliel stepped forward. She spotted a name tag on the man's chest and saw that his name was Egor. "We're sorry for intruding but we're looking for Victor Validus. Do you know where we can find him?"

"6255 Pleasant Hills Road," Egor replied, slowly lowering the mop.

Nelliel's eyes widened. She had become familiar with the layout of Bellwood so as not to get lost. "The cemetery? You mean he's…?"

"Was a big shock," Egor said. "One minute, fine. The next, poof. Gone."

"Did you know him very well?" Gwen asked.

"Few years," Egor admitted. "I helped him with experiments. Nice man. Can't believe I'll never see him again."

"Did he show any signs of health problems?" Nelliel asked. Having read a few detective novels, she couldn't resist the chance to play one out.

"Not that I know of," Egor replied. "He always looked in good health to me. If he did have problems, he didn't show."

"Sounds pretty coincidental," Kevin said, eyeing Egor with suspicion.

"Anyone can die," Egor said with a smirk at Kevin.. "Anytime. Even you, smart guy." With that, Egor walked off.


With nothing else to find in Validus' lab, the gang hopped back in Kevin's car and drove off.

"There's something about that janitor I don't like," Kevin said.

"Yeah, he stood up to you," Ben retorted with a grin.

"Nah," Kevin said, though the guy smart-mouthing him had been a bit annoying. "It's something else."

"Do any of you three know how to get to the cemetery?" Gwen asked the others.

"Later," Ben said. "We've got another stop to make."

"Really?" Nelliel asked. "Where?"

Ben smiled at her. "Nelliel, I'm gonna show you the Plumber Academy."


The Plumbers Academy, the place where people went to become full-on Plumbers. It was more majestic than it sounded. They had hopped into the Rustbucket III and flew off from Earth. Nelliel couldn't believe the academy was so close to their planet. When they arrived, Nelliel was greeted to alien creatures of all kinds. Sure it wasn't as diverse as that amusement park but still…

They asked about Elena and were directed to a Galvan that rode on a small hover-disk. After giving a lecture to some of the students, he rejoined their little group.

"Now where was I?" he asked himself. "Oh, yes. Elena. One of our best students. She would have made an excellent Plumber someday." He started hovering down the hall.

"Did she say why she was leaving?" Ben asked.

Before the Galvan answered, he stopped to see two of the students sparring. "Lead with the left, Drax. The left!" Then he resumed talking to Ben. "Elena was shattered by her father's death, as you might imagine. She couldn't concentrate on school."

"I can imagine," Nelliel said sympathetically. "Do you think she'll come back?"

"Not likely," The Galvan said. "When her father passed, she went back to Earth and took over her father's research on the alien microchips. No one alive knows more about them than she does."

"That's why I'm trying to find her," Ben explained.

The Galvan led them to his office. He flew over to his desk and went over to a Plumber's badge resting on it. He touched it and the holographic image of a map appeared. "I just sent her new address to your badges."

Ben checked his Ultimatrix while Kevin and Gwen checked their badges. Sure enough, the coordinates were now in place.

"Thanks," Ben said. "I…" But he was interrupted by an explosion in the room across theirs.

"Not the chlorine, the fluorine!" the Galvan shouted as he hopped on his hover disk and flew to a pillar of smoke from the other room. Ben checked his Ultimatrix again.

"'That's why I'm trying to find her'," Kevin repeated as he smirked at his friend. Nelliel looked at him curiously.

"What?" a confused Ben asked. "It is why."

"You sure?" Kevin asked teasingly. "Not thinking about adding Elena to your harem?"

Nelliel frowned at those words. "What?"

Kevin grinned. "Oh, you didn't know that Ben and Elena used to have a thing for each other?"

Nelliel crossed her arms. "No, Ben didn't mention that."

"That's in the past," Ben assured her. "Elena and I don't like each other that way anymore."

Nelliel raised an eyebrow. While she was fine with sharing Ben with the other girls, she wasn't particularly thrilled at the thought of adding another girl to their group.

"We're just friends, Nelliel," Ben told her reassuringly. "That's all."


The gang had returned back to Earth and headed to Elena's new address, a warehouse. Ben had knocked on the door and was greeted by a pretty girl his age with medium-length black hair and black eyes with long lashes. She wore a white lab coat over a v-neck black mini dress and black flats. Her face lit up at seeing Ben.

"Ben!" She threw her arms around him. Ben froze up and nervously looked back. Nelliel was glaring at Elena while Kevin just smirked.

"Just friends," Kevin snorted in amusement. Ben cringed. He hadn't expected Elena to be so…thrilled at seeing him again.

"Come in," Elena said, removing herself from Ben but taking hold of his hand. "Let me show you around." She pulled Ben inside. Narrowing her eyes, Nelliel followed them inside with Kevin and Gwen going in after.

Inside they found all kinds of high tech equipment. Elena was showing Ben her large computer with images of the alien microchips on them. Another machine was showing a holographic projection of one. And at the end of the building was some kind of chamber. And inside of it was…more of those microchips!

"Most of this came from my father's lab," Elena said proudly. "The rest I built myself."

"Pretty incredible, Elena," Ben said, impressed after looking at some of the equipment.

Elena smiled. "My dad set the bar pretty high."

"Elena," Gwen said hesitantly. "Are you sure you should be doing this?"

"What?" Elena asked. "Studying the alien microchips. How could I not?"

"From what I've been told," Nelliel said, eyeing Elena warily. "The microchips are really dangerous."

Elena looked at her curiously. "Who are you, anyway?" There was no malice in her question. She genuinely wondered who this girl was.

"Nelliel Tu Odelschwanck," Ben said, going over to the Arrancar and taking her hand in his. "My girlfriend."

Nelliel, surprised by Ben's actions, gave him warm smile and squeezed his hand. Elena's eyes widened but she quickly recovered. Kevin noticed this.

Elena went on, "While the chips are dangerous, they can be used for great good. In fact, they could probably solve half the problems of the human race. Build bridges, maybe even entire cities. And all anyone would have to do is think."

"But is it worth the risk?" Nelliel asked. She hesitated with her next question. "I…I'm sorry to bring this up but wasn't researching the microchips what led to your father getting controlled by them?" Elena looked at her feet sadly and already Nelliel felt bad for bringing up a sore subject. "I'm sorry. I didn't mean…"

"It's alright," Elena said softly. "When my dad was studying the microchips, he didn't know what they were capable of at the time. Luckily, I'm prepared."

She went over to the chamber and pressed a button a keyboard. A large mechanical arm within the chamber reached in and grabbed one of the microchips. Elena pressed another button and the arm brought the chip over to the chamber door. Elena pressed another button and the door opened.

"Elena, don't!" Gwen cried.

The arm released the chip but just as it was about to go through the door, red electricity zapped the chip, frying it into dust. The door then closed.

"Force-field," Elena explained to the stunned heroes. "My fail-safe device. None of the chips can ever leave that compartment."

"Yeah?" Kevin asked skeptically. "How do you explain this?" He held the microchip Ben found in front of Elena's face. Surprise and curious, Elena brought the chip over to what appeared to be an extremely high tech microscope.

Elena studied the chip carefully. "It's not one of mine."

Nelliel frowned. How could it not be one of hers? It looked exactly the same as the ones in this lab.

"It has to be," Gwen urged. "Where else could it have come from?"

"That's what we have to find out," Ben said. He looked at Elena. "And we need you to help us, Elena. You know more about these things than anyone else in the world."

"Ben, I'd like to help," Elena said. "But what I'm doing here; it's just too important." She then smiled at him. "Maybe you could help me. This could change the whole world, you know."

Nelliel gritted her teeth. Dangerous microchips were on the loose and Elena wasn't the least bit concerned. And on top of that, she was flirting with Ben!

"These could change the whole world, too," Kevin said, taking the microchip from Elena's equipment. "But not in a good way."

"Ben's gotta help us find out where they came from," Gwen added. "He doesn't have time to be a lab rat. Right, Ben?"

Ben noticed the smile Elena was giving him. "Uh, right." He awkwardly shifted away from her to join the others. Elena just continued smiling as the gang left.


Inside Kevin's car, Nelliel was sulking as she looked out the window. Her arms were crossed and she had a little pout on her face. Kevin was eyeing Ben and Nelliel from the rear view mirror, a smirk clear on his voice. Boy, Ben sure knew how to get into the doghouse. The gang had stopped by Burger Shack. Ben and Nelliel wenthome while Kevin and Gwen stayed. Right now they were inside with Kevin helping himself to a burger while Gwen sat with him.

"It's just too dangerous," Gwen said out of the blue.

"I wouldn't go that far," Kevin said. "Funny, maybe."

Gwen raised a brow at her boyfriend."Elena and those microchips are funny?"

"Oh them," Kevin realized. "Yeah, they are dangerous." He took a sip from his drink.

"What were you talking about?" Gwen asked.

"Elena and Ben," Kevin replied.

Gwen was confused. "What about them?"

"She's still into him," Kevin explained. "And she's not happy that Ben's got somebody else in his life."

"Are you sure?" Gwen asked in concern.

"Didn't you see the way she was acting around him?" Kevin pointed out. "And the way she acted when Ben said Nelliel was his girlfriend?"

Gwen pinched the bridge of her nose. "Please tell me we're not adding Elena to Ben's…Ben's…"

"Harem?" Kevin asked playfully. Gwen glared at him. "Just saying it like it is. Anyway, I doubt it. Elena's not the type to share. If she learned about the others, she'd probably go ballistic."

Gwen sighed. Once again, her doofus of a cousin managed to land himself into more trouble.

But unknown to the two of them, Victor Validus was approaching the establishment. Once he spotted them, he transformed into a swarm of microchips.


Back at Ben's house, Ben, who was trying to do some research, looked over at Nelliel, whose nose was buried deep in her book. But Ben knew that she wasn't all that into it. Whenever she read a book, she would read it with a passion. He sighed as he put his notes down.

"Nelliel, there is nothing going on between me and Elena."

"I don't know what you're talking about, Ben," Nelliel said as she turned a page in her book. She naturally gave her boyfriend the benefit of a doubt but…well let's just say that Nelliel was a little possessive since she had to share Ben with four other girls.

Ben rolled his eyes. Then he remembered what Kevin said a while back. Deciding to take a chance he went over to her from behind. Hearing him, Nelliel was about to ask what he was doing when she felt his hands on her shoulders. Before she could say anything, Ben started to softly rub them. Nelliel wanted to speak out but…the massage Ben was giving her felt so good.

"Come on, Nelliel," Ben said to her softly. "Elena and I are just friends. I already have you, Tia, Apacci, and the others. Why would I want anyone else?"

"No…no fair," Nelliel nearly whimpered as Ben worked his magic. She struggled to fight back a moan.

Ben smiled as he gave her a little kiss on the cheek. "Elena and I are only friends, Nelliel. I promise."

"Fine," Nelliel relented, pouting at Ben's actions. Ben just chuckled at gave her another kiss on the cheek. "That was a low blow."

"What? It worked didn't it?" Ben joked, ducking as Nelliel half heartedly threw a couch pillow at him. "Though…you are really adorable when you pout."

And Nelliel pouted some more. But whether it was because she was annoyed or because Ben said she was adorable was unknown.

Just then the door opened and Apacci, Mila-Rose, and Sung-Sun walked in.

"Hey, girls," Ben greeted them as they walked in.

"Hey, Ben," Apacci said as they walked in. She noticed the books on the couch table. "Doing homework?"

"Something like that," Ben said.

Sung-Sun tilted her head curiously. "Does it have something to do with a case?"

"Microchips," Ben replied. He went over to his hoodie. "I'll show you." He reached into its pockets but found nothing. He blinked in confusion. "Where did it…?"

Nelliel's eyes widened as she remembered. "Ben, did you ever get it back from Kevin?"

Ben smacked his forehead. He completely forgot that Kevin still had it. He grabbed his jacket and just got out the door when he paused and looked back inside. "Hey, Nelliel. You want to go out later?"

Nelliel was taken aback by the sudden question but there was no way she would refuse. "I'd love to."

Ben smiled and started running to his car. Apacci, Mila Rose, and Sung-Sun looked back at Nelliel, who had a big smile on her face. Then they glared at each other. Nelliel may have beaten them to the next date, but they weren't going to lose to each other.


At the Burger Shack, Kevin and Gwen were hoisted into the air by Validus' tentacles. Both had their arms restricted, leaving them unable to fight back. Validus threw Kevin to the side effortlessly. The Osmosian bounced off the ground before hitting it again.

At that time, Ben drove up in his own car. He got out just as Kevin started sitting up. Good thing Osmosians were so durable. Once he was sure Kevin was alright, Ben ran toward Validus. He slammed the Ultimatrix dial down, transforming into Water Hazard. Validus turned only to receive a punch to the face. The blow knocked Validus back and he released Gwen as well. As she started falling, Water Hazard quickly shot a jet of water and turned it into bubbly foam, creating a cushion for Gwen to land on.

With Gwen safe, Water Hazard could focus on Validus. He charged at the man, creating a slashing motion with his water. But Validus turned into his swarm form. The water scattered the chips but they simply regrouped and dove into a nearby manhole. Water Hazard glared at the manhole as Kevin and Gwen went over to him.

"He was willing to fight us, but not you, Ben," Gwen said, though that was rather obvious. "It doesn't make any sense."

Kevin narrowed his eyes. "Something else doesn't make sense either."


Kevin, Gwen, and Ben were now at the Bellwood Cemetery, at the grave of Victor Validus. Kevin absorbed rock from the tombstone, coating his body. He looked at Ben.

"If any of your aliens are good at digging, now would be the time." He turned his right hand into a shovelhead.

Ben frowned. Armodrillo was obviously the right choice but…"I'm still not convinced this is such a good idea."

"How else are we going to prove Validus isn't dead?" Kevin pointed out.

Gwen decided to take an alternative approach. Her eyes glowed pink as she scanned the grave with her powers. "There is someone down there." She scanned further. "And it is Victor Validus."

"I could have told you that."

The trio turned to see Elena, minus the lab coat, walking toward them.

"Elena?" Ben asked in surprise. "I thought you didn't want to help."

"Changed my mind," Elena answered.

"But your research was so important," Gwen reminded her.

Elena focused on Ben. "Friends are important too."

Kevin frowned. Friends. Yeah, right.


The four gathered at Mr. Smoothy's, sitting at an outside table. Apacci was off today, much to Ben's disappointment. He was looking forward to seeing her. Instead, he, Gwen, Kevin, and Elena just sat around.

"What I'm wondering," Gwen said. "Is why would these new chips take the form of your father?"

Elena played with her straw. "Habit? They know it from when they attacked us before. They must've imprinted on his form."

"But what do they want?" Ben asked. "Last time they tried to take over everyone and everything. But this time…"

"I know what they want," Kevin grumbled. "They want to kill me."

"And me," Gwen added.

"But not me," Ben pointed out.

"How so?" Elena asked.

"It ran from me twice," Ben explained.

Elena smiled. "Maybe it was afraid of all those aliens you have on your wrist."

"Then why wouldn't it have been afraid of me?" Gwen asked. "Or Kevin? We're not exactly powerless, you know."

"I'm a scientist," Elena excused herself. "Not a detective."

Kevin got up. "Well I'm gonna do some detective work." He looked over at Ben. "Coming?"

"Later," Ben told him. "I'm taking Nelliel out in a little bit." Elena frowned at that. This time, Gwen noticed. "Although we should probably find a restaurant that doesn't have a hole in it."

"Suit yourself," Kevin said as he headed over to his car. Gwen kept her eye on Elena as she followed Kevin to his car. Only once Kevin drove out of Mr. Smoothy's did she say something.

"I think you might be onto something about Elena," she told Kevin. "Did you see the look on her face when Ben mentioned Nelliel?"

"What'd I tell ya?" Kevin said with a hint of smugness. "She's still into Ben, big time. Only problem for her is that he doesn't feel the same way."

"You sure?" Gwen asked.

"Yeah, if Ben was still into her, he would have acted like an idiot by now," Kevin explained. "Or at least more so than usual."

"Will that be a problem?" Gwen asked worriedly.

"Probably," Kevin said. "But come on, Elena's mild compared to our other issues. I mean, what's the worst she could do?"

Gwen frowned. "Well…she could use the microchips. But she wouldn't use those over a simple crush."

Kevin's eyes narrowed. "Or would she?"

Gwen frowned. "Kevin, you're not saying…"

"Think about it, Gwen," Kevin said. "Validus is dead and Elena's the only other expert on the microchips. It would explain why the chips always ran away whenever Ben showed up. Elena didn't want them to hurt him."

Gwen wanted to argue but Kevin's claim made loads of sense. Was Elena really using the microchips to get with Ben?

"But if she's only after Ben, why would she attack us?" She asked.

"I don't know," Kevin said. "But I'm going to find out."f


Nelliel was taking a stroll, looking for Ben. She really needed to get a cellphone. Sure beat having to walk around Bellwood looking for him. When she arrived at the Burger Shack, she noticed that neither his nor Kevin's car was there anymore. What's more, Burger Shack was closed for repairs. What happened here?

It was then that Nelliel noticed a shadow moving out of the corner of her eye. Like that wasn't suspicious. Nelliel followed the shadow to around the back of Burger Shack. Nothing. Absolutely nothing. Maybe it was just her imagination. Or a stray cat. Nelliel always thought about getting a pet but she had a feeling that it wouldn't be a good idea. She turned around and prepared to go back…only for her eyes to widen in utter shock. She tried to scream but her voice muffled before she had the chance.


Ben had finally gotten home, ready to pick up Nelliel, only to notice she wasn't there. Apacci explained that she had headed out to Burger Shack to see him. A little exasperated, Ben hopped back into his car and drove to Burger Shack. Of course she wouldn't know what had happened recently.

I really need to get the girls cellphones, Ben thought as he pulled into the Burger Shack. It was already boarded up and a few teens were already there.

"Hey!" he called to them as he got out. "Anyone seen a woman with green hair?" It wouldn't be hard to spot her, considering Nelliel was the only woman in Bellwood with green hair.

"She went around the back," a teen replied.

Ben was curious as to why Nelliel would be around back. "Thanks." He went over around the back. But his girlfriend was no way to be seen. "Nelliel?" Then he spotted something on the ground. His blood ran cold as he picked it up. It was another microchip. "No."


When they reached their destination, Gwen noticed that they were back at Validus' old lab.

"What are we doing back here?" she asked, getting out of the car regardless.

"I think that janitor might know something," Kevin explained as he walked over to the still gaping hole Ben had left. Sure enough, Egor was there.

"What are you doing back?" he asked.

"Do you know anything about Victor Validus' daughter?" Kevin asked him.

"The crazy girl?" Egor asked in surprise. "Yeah, I helped her move her father's equipment."

"Crazy?" Gwen asked. "What makes you think that?"

"Way she talks," Egor replied. "Always saying "We" or "Us" when it's just her. Who does she think she is, the Queen of England?" With a shrug he went back to do…whatever it was he was doing. Gwen felt a pit of dread build up inside her.

"Not the Queen of England," she realized. "The Nanite Queen!"

Kevin was taken aback by this. While he suspected Elena of using the chips, he didn't think she was actually the one being controlled. "I thought the Queen was dead."

Gwen frowned. "Long live the Queen," she said dryly.


Back in her lab, Elena was studying some of the microchips when she heard a knock at the door. She went over and opened the door. Much to her delight, it was Ben standing outside. "Ben!" But Ben stormed his way into her lab and he did not look happy. "What's the matter?"

Ben turned around held the microchip he discovered. "I found another chip."

Surprised, Elena led Ben over to her microscope. Ben placed the chip in the viewing slot and Elena began analyzing it. Ben stood by with his arms folded and a really really crossed look on his face. After studying it for a moment, Elena concluded. "This isn't one of mine, either."

Unfortunately for her, Ben wasn't satisfied. "Prove it." He demanded before grabbing the chip from the scope. "I want to compare it with one of yours."

Elena was hesitant. She looked over at the compartment her chips were stored in. "Mine are all in the…"

"They're the same, aren't they?" Ben questioned her. Elena opened her mouth to argue but Ben wouldn't have it. "Aren't they?!"

Elena lowered her head. "Yes."

Ben glared at her fiercely. "You've learned to control the chips! And you've been using them to destroy anyone that got between you and me! That's why they tried to kill Gwen and Kevin but wouldn't fight me. And now you sent them after my girlfriend!" He grabbed Elena by her shoulders and got right up in her face. "If you've hurt Nelliel, Elena. So. Help. Me."

If Ben wasn't holding her, Elena would have stepped back in fright. Anger burned in his eyes and he looked ready to explode. Suddenly she frowned. "She means that much to you?"

Ben's eyes narrowed. "Yeah. She does."

Elena glared at him now and suddenly shoved him. And that simple shove was enough to send Ben flying back to the wall. Ben hissed in pain as he slid to the floor. If it wasn't for his new durability and healing factor, that really would have hurt.

"So," Elena said menacingly as she started approaching him. "After everything we went through, everything we shared, you just threw it to the side for some big boobed bimbo with green hair?"

Ben glared at her. "You don't know anything about Nelliel!"

"I know she stole you from me," Elena said coldly. "When its me you should be with!"

Suddenly her body changed. Her body was now black with blue lines, a blue face, pure white eyes, and four horn-like structures sticking out of her head.

Ben glared at her. "So…it was you."

"Us, Ben," Elena corrected in a now more mechanical voice. "Some of the chips hid inside of me so that the ones inside my father could be sacrificed. We built the false Queen to mislead you."

"And I fell for it," Ben figured. He started sitting up. "What happened to you, Elena? Why did you let the chips control you?"

"They aren't controlling me," Elena argued. "They are me. And I am them! They give me what I want. They fulfill my deepest desires, even the ones I don't know I have!" She walked over to Ben and started caressing his face. "We could fulfill your deepest desires, too."

"Elena," Ben said firmly. "I'm sorry. I still care about you but not the same way you do. Don't do this."

Elena snarled at him. "Why? So you go back to your precious, Nelliel? I don't think so."

Ben clenched his fists. "Where is she, Elena?"

Elena chuckled. "If you want her to be safe…you'll do exactly as I say."

Ben grit his teeth. He knew Nelliel could look after herself but he didn't know how much of a fight she could put up against the microchips with so much of her power cut off. And he'd never forgive himself if something happened to her.

Suddenly the doors to what Ben assumed was the storage room flew off their hinges. Ben turned his head to see a very pissed off Nelliel glaring daggers at Elena.

"Get away from my boyfriend!" she thundered before lunging at Elena like a wild animal. The possessed girl was too surprised to defend herself as Nelliel delivered a powerful punch to her face. The blow knocked Elena backwards, hitting the wall the behind her. Nelliel ran over to Ben. "Are you okay?"

"Yeah," Ben said as he got up. "Remind me to thank the Hogyoku for giving me a healing factor."

Nelliel smiled at him before she noticed Elena getting up. She took a fighting stance as Elena hissed at her.

"Stay out of the way!" Elena yelled. She raised her hand and sent a swarm of chips at the two. Nelliel pushed Ben down to dodge the swarm. As the chips struck the wall, Nelliel got up and charged at Elena. Elena was about to unleash more microchips but Nelliel pinned her to the ground. Ben was about to intervene when he noticed the chips Elena previously fired were swarming to attack Nelliel.

"Oh no, you don't!" Ben slammed the Ultimatrix dial down and transformed into Brainstorm. He opened his brain and fired a blast of electricity at the swarm. They shook and trembled. Elena, sensing her microchips in pain, looked over at Ben and snarled. The chips changed their shape to look like Victor Validus. And what was worse, they created two more copies of Validus. Their tentacles thrashed wildly for battle.

Nelliel realized the danger Ben was in and punched Elena in the face. Elena glared at her and dispersed into a swarm of chips to get away from her, reforming a few feet away. At that moment, the door to the lab opened and Kevin and Gwen walked in.

"What'd I tell ya?" Kevin asked Gwen upon seeing what was going on. "From now on, just call me Sherlock Levin."

One of the Validus clones shot one of its tentacles at the wall beside them, creating a nasty hole. Deciding it was time to stop gloating, Kevin charged at one clone while Gwen charged at another. She created a small mana shield as the clone she was facing unleashed a fury of swipes with its tentacles. Kevin's opponent grabbed him and flung him across the room. Braintstorm was firing lightning bolts at his clone opponent, who was making an effort to dodge the blasts. Brainstorm then created an electrical force field around himself. The Victor clone grunted in frustration when it saw that it couldn't harm him.

Nelliel and Elena were facing off again.

"I'll make you pay for taking Ben away from me!" Elena screeched. She morphed her arm into a gun and started firing more microchips at her rival. Nelliel rolled to the side and tried to close the distance between herself and Elena. She had already been captured by those microchips before and she was not looking forward to going through it again.

Elena was prepared this time, leaving her and Nelliel to grapple with each other. While Elena had the microchips on her side, Nelliel was the superior combatant. She proceeded to headbutt Elena, stunning the girl long enough for her to flip the nanite controlled girl to the ground.

"Elena, what you're doing is wrong!" Nelliel cried.

"Shut up!" Elena yelled, leg sweeping Nelliel. As the green haired Arrancar hit the ground, Elena jumped at her but Nelliel kicked the controlled girl off of her.

"Alright!" Kevin cheered as he dodged the tentacles of his opponent. "Cat fight!"

"Seriously?" Gwen asked him as she grabbed the lower tentacles of her opponent and yanked them, causing him to fall.

Brainstorm, safe in his force field, looked over to see Nelliel and Elena fighting. Rather than use her microchips, Elena was relying more on her martial arts training. With her strength amplified and Nelliel's suppressed, they were pretty evenly matched.

Elena lashed out with her leg and Nelliel grabbed it before delivering a palm strike to Elena's abdomen. The blow caused Elena to stagger back. Nelliel came at her but Elena knocked her upside the head with a spin kick. Nelliel hit the ground and Elena jumped on top of her, grabbing her windpipe and trying to crush it. Nelliel gasped at the lack of air before she quickly struck her hands against both sides of Elena's head. Stunned, she slumped down, grabbing her head and groaning. Nelliel picked herself up and grabbed Elena in an arm lock. She knew it wouldn't hold the girl for long but hopefully long enough.

"I'm sorry for things turning out this way, Elena," Nelliel said sincerely. "But this isn't right."

"So what?" Elena snapped at her, forgetting all about turning into a swarm of flying out of Nelliel's grip. "Do you know what it feels like to have your heart broken? For the person you like about to just cast you aside?"

Brainstorm was guilt-driven at the pain in Elena's voice. He never meant to hurt her. He just didn't see her the way she saw him. Was all of this his fault?

"I don't," Nelliel admitted. "And, if that ever happened, I don't think I could bear it. But I do know that this isn't the way. How can you say you care about Ben when you're doing all these things to him?"

Elena froze.

"If you really cared about him, you wouldn't be trying to ruin his life, hurt those close to him. You wouldn't be trying to hurt him."

"It's…what I…want," Elena argued but the conviction in her words was lacking.

"It's what the microchips want," Nelliel countered. "I know there's still you in there, Elena. Is this what you want?"

Elena shook, not from trying to get out of Nelliel's lock, but from a conflict within herself.

"Fight them," Nelliel urged. "You are Elena Validus. You are the one in control, not them!"

Elena grit her teeth as the microchips fought with her mind for dominance. She looked at Nelliel. "Let me go, Nelliel."

Uncertain if Elena had truly gained control of the chips, Nelliel hesitantly released her. Elena turned around and walked over to the compartment where the other microchips were stored. She pressed a button and the door to the compartment opened. The chips within started flying to the door, only to be obliterated by the force-field.

Brainstorm's eyes widened. "Elena, don't!"

"There has to be another way!" Nelliel cried.

Elena shook her head sadly. "There is no other way. I can't risk the chips controlling me again. I have to do this."

"Please, no!" Nelliel pleaded. "Come with us. We can help you!"

Elena looked back at Nelliel and smiled. "Take care of Ben for me."

And before anyone could say anything else, Elena stepped into the force-field. She screamed in agony for only a minute before her body was completely reduced to dust. The Victor clones burst into their microchip forms and fell to the ground. With their Queen dead, they were inactive. The threat of the microchips had finally ended, but at a cost.

Nelliel and Ben stood at the door compartment where Elena's ashes now stood. Nelliel felt her eyes start to water. She never wanted this to happen. She looked over at Ben and saw that he looked pretty torn up as well.

"Goodbye, Elena," Ben whispered.

With nothing else to be done, both groups got into their cars and drove off. If they had stayed a little longer, they would have noticed the chips that made the Victor clones started to move and join together again.


Ben and Nelliel reached his home and walked inside. Ben sat on the couch, holding his head in his hands. He was still beating himself up over failing to save Elena. She was still his friend and he let her down. Nelliel, uncertain of what she should do, sat down on the couch next to him.

"I'm sorry, Ben," she said softly, taking one of his hands in hers.

Ben looked up at her. "Don't be," he assured her. "It wasn't your fault."

"Still," Nelliel looked at her hands. "I wish I could have done something more."

"Same here," Ben said. Both were feeling guilty at the fact that they weren't able to help Elena.

Nelliel shifted closer and put her arms around her boyfriend. Ben leaned into the embrace.

"You were amazing out there," Ben spoke up. "I knew you were a good fighter but I've only seen you fight with a sword."

Nelliel smiled. "We Arrancar specialize using our Zanpakuto but that doesn't mean we're completely defenseless without it."

Ben smiled back now before a sudden thought made him frown. "I remember, what you said about what would happen if the person you liked cast you aside."

Nelliel flinched a little. "Yeah."

Ben looked her in the eye. "I'll never do that to you. Nor to any of the girls." He held her tightly. "I'll never, ever do that."

Nelliel gave a small smile. "I know."

The two continued gazing at each other before, overcome with emotions, they kissed. Nelliel fell backwards on the couch, Ben went with the momentum and found himself on top of her. Nonetheless, this didn't stop the two as they tried to pour as much feeling as they could into their kiss, their tongues already dancing with each other…

Suddenly the door opened and startled, the two sprang apart. Standing at the door, was Harribel and the Tres Bestias. Harribel regarded Ben and Nelliel coolly but her girls were scowling at Nelliel.

"I apologize if we were interrupting anything," Harribel said sincerely. She had not intended on interrupting their moment.

Ben flushed while Nelliel scowled back at the four. Harribel went over to the door that led to their individual rooms.

"Come along, girls," she called to her Fraccion. "Ben wishes to be with Nelliel right now. Let them enjoy their time together."

Ben scratched the back of his head as the other girls made their way to their rooms. He had a feeling he was going to have to make it up to them one way or another.

Once the other girls left, Nelliel started twiddling her fingers. "Um…so...where were we?"

So cute! Ben couldn't help but think at the way Nelliel was acting. He grinned at her. "I believe I owe you a date, don't I?"

Nelliel's eyes widened before she gave a great big smile. "Yes, you do."

"So we'll go on our date first," he told her. "And then afterwards…"

Nelliel nodded with great enthusiasm. Ben smiled as he got up and held out his hand. Nelliel gladly took it as she got up. Hand in hand they headed for the door, taking comfort in the fact that at least they had each other. (And of course Ben's other girls.)

End of Chapter

I know this chapter wasn't as action packed as the previous one but I figured it was time to start putting in actual episodes with my own twists. I know the recent episodes have been filler and while I do have plans for Elena like I said, I know its time to start focusing on the Loly arc of the story now. The main reason it's been nothing but filler lately is because I started this story without a plan, preferring to make things up as I go. So that's why I'm taking so long. By the way, did I do okay with the romance in this chapter? I was afraid that, since this focused on a former love interest, that I would go overboard with it again. I hope I'm at least improving. This is also the turning point where Nelliel becomes the most prominent member in Ben's harem. Rest assured the other girls will still get their moments with Ben, but Nelliel will have the most focus out of all of them. This is mainly due to Harribel being Ben's sole love interest in my alternate story Bleach: Omniverse.

Speaking of which, thank you to everyone who suggested so many Ben 10 crossover ideas in your reviews for Bleach: Omniverse. I really appreciate it and I have a few ideas in mind. Now I just need to decide which one I want to use. I also want to add that I am preparing to work on the second Volume of Bleach: Omniverse and I've made some progress in my remake of Transformers Prime: Dawn of the Dinobots. So that's something to look forward to.

I'm also considering making Kingdom Hearts crossovers in the future. But that will probably be in the far distant future considering I already have stories to work on at the moment.

Speaking of crossovers, anyone familiar with the Durarara series or know someone who is? I'd love to read a crossover between that and Ben 10, Transformers, or Kingdom Hearts.

Also my friend Pyromania101 has a story challenge: a crossover for Ben 10/Injustice: Gods Among Us. If anyone is interested in making it, contact him for more details about it. Trust me, you will NOT be disappointed by what he has in mind.

Take care!