Ultimate Kaisen

By ShinobiThreeSixty

9.9K 234 71

He was supposed to be dead. After sacrificing himself to save the Ultimates, Ben finds himself not in the aft... More

Far From Home
Settling In
Back in Action
Welcome to Jujutsu Tech Part 1
Welcome to Jujutsu Tech Part 2
A New Team
First Mission Part 1
First Mission Part 2
Aftershock
Inner Strength
Stepping Into the Light
Ultimate Kaisen Opening
One Step Forward
An Unusual Encounter
That Which Lingers
Those Whom Prey On The Weak
Lost Innocence
Announcement; Side Stories?!

When Extremes Meet

278 8 2
By ShinobiThreeSixty

"Both Todo and Mai." The two teens,Todo and Mai,who stood in front of the trio,Ben, Megumi and Nobara, gave off a great sense of hostility just from their stance and facial expression. But neither Ben,who stood at the right of Megumi, with Nobara standing at his left,or any of his afformentioned allies were deterred in the slightest, with Ben even lightly tucking back his left sleeve, bracing himself for the potential of a fight breaking out.

Megumi's own expression however,stood in complete contrast to Ben's,as he seemed to be familiar with the two teens,thus allowing him to be more calm in the situation. Though Nobara was as well, her expression was also that of caution, similar to Ben.

"What are you doing here, Zenin-senpai?" Asked Megumi calmly, thus breaking the silence

"She's one too?" Asked Nobara in surprise, though she was able to keep her composure.

"Now that I think about it,they do seem kinda similar. I'm guessing they're sisters?" Asked Ben with curiosity

"They're twins." Answered Megumi.

"Don't call me that, Fushiguro. You make me sound the same as Maki." Said Mai as her gaze and smile was directed towards Megumi. A gaze that upon first glace would seem enticing, but once you considered the context was also unnerving. Adding even more to the uncertainty she was causing the trio,Maki would place the left side of her face gently on her left palm.

"Call me Mai." Said Mai with a wink.

"So these are the pinch hitters for Okkotsu and the third years?" Asked Todo brazenly.

"We came here with the principal because we were interested in meeting your new friends." Said Mai as she then dropped her left hand to underneath her chin.

"What are you talking about?" Asked Megumi.

"Are you going to make it spell it out for you? Oh, don't be like, Fushiguro. You know that I'm obviously talking about the shape-shifter and the 'vessel' you have in your group." Said Mai mischievously.

"Tell me,how does it feel to have half-curse monsters such as them in your mist? Doesn't it revolt you? I'm sure it does since the other one isn't here." She taunted, causing Ben to audibly gasp.

"Having such tainted inhuman beings beside you, brazenly calling themselves sorcerers must stroke quite the ire, doesn't it?" Said Mai,her voice losing it's allure, and now more on the lines of hostility.

"I'm sure you'd be happier if they both just...died." A grim expression would form on the face of the three teens, and if looks could kill,they would have. Whereas the shadows under the eyelids of both Nobara and Megumi became more visible, Ben's eyes were all but concealed by his hair, thus making his glare very cold.

"Mai, don't bring up such pointless topics." Said Todo before beginning to walk forward.

"I'm only here to see if these guys are fit to take Okkotsu's place." Todo then stood a few feet away from the trio before throwing his jacket to the side.

"That's all I want to know!" Todo proclaimed boldly.

"I'll start with you." Said Todo as he pointed towards Megumi.

"Fushiguro,was it?" A "Tsk" was the response that Megumi gave.

"What kind of woman is your type?!" Shouted Todo. The three teens were dumbfounded to say the least,as their eyes narrowed in disbelief, and their pupils would briefly all but fade, leaving dots in their place. They would even tilt their head to their right slightly, with a singular red "?" briefly forming above them, highlighting their confusion.

"Is he serious?" Asked Ben.

"I think he is." Answered Nobara.

"Depending on your answer, I'll beat you half to death right here,and drag Okkotsu,or at least the third years, out to the exchange event." With a maniacal grin,Todo would slowly raise both hands up to his chest level, and upon placing them there,he would firmly grab his shirt, before ripping it to shreds completely.

His muscular physique was in complete display. Both Megumi and Ben would look at Todo with narrowed eyes, preparing for a fight to ensue.

"By the way,my type is a tall woman with a big ass!" Shouted Todo with pride as he took a battle stance, and his eyes becoming completely white,thus making him even more intimidating.

A brief but near absolute wave of silence would engulf the teens surroundings, with only the sound of the wind gently pushing back the grass to be heard. Both Ben and his companions were visibly taken aback by Todo's words, but didn't act on it as their stances still remained the same.

"Why do I have to talk about my taste in women with a guy I just met?" Asked Megumi boldly,thus breaking the silence and unknowingly, voicing both Ben and Nobara's concerns as well. Todo wouldn't reply,as his gaze would still remain on him.

"He's right. That's a tall hurdle for an antisocial guy." Said Nobara as she pointed to Megumi. A tick mark would form on Megumi's cheek as a result.

"Not now, Kugisaki." Said Ben as he struggled to stop a small smile from forming on his lips.

"Kyoto,third year,Aoi Todo. Introduction over." Said Todo, who's eyes had long since returned to normal.

"Now we're friends. Hurry up and answer,if you prefer men, that's fine,too." Said Todo with a grin, causing Megumi to briefly sweatdrop down the left side of his cheek.

"A person's fetishes reflects everything about them. People with boring taste in women are boring people themselves." Said Todo with pride.

"And I hate boring men!" Shouted Todo with such intensity that a small gust of wind began to blow back his hair.

"The exchange event is where my soul can be as free as blood boils and flesh clashes. Who knows what I might do if my last exchange event ends up boring me?" Said Todo with a grin as he brought his hands back to a fighting stance.

"Hey, aren't the Jujutsu Tech schools four-year schools?" Asked Nobara with a less than subtle whisper while still looking at Todo.

"Only third years and under can join the exchange event." Answered Megumi who also still kept eye contact with Todo.

"Huh..." Said Nobara with confusion, causing Ben to briefly snicker while his gaze was also directed at Todo.

"As a show of kindness, I'll let you off only half dead right now." Said Todo with sincerity.

"Answer me, Fushiguro. What kind of woman is your type?" Asked Todo once more, only this time with more composure.

"Is this some kind of comedy routine?" Asked Megumi as he briefly took a fighting stance.

"Is that your summer uniform? Ticks me off, but it's nice." Said Nobara flatly as she looked at Mai. Though her words were genuine.

'Kugisaki's unarmed. Though Tennyson could probably step in to help if it came to it, I'd rather avoid a direct confrontation.' Thought Megumi as he looked at both of his comrades.

A memory would come to the forefront of Megumi's mind. In a blue and white background similar to that of the sky was a girl who her back turned who had brown hair styled into a ponytail, and a colored turtleneck under a pink cardigan. The girl would then turned revealing more of her features, such as her eyes being brown,her complexion being fair,and having bangs on both sides of her face.

"Not forgiving people isn't a bad thing. That's just part of your kindness, isn't it?" Said the girl as she closed her eyes while smiling brightly.

Now, with his attention brought back to the present, Megumi's expression would slightly harden as he would regain his composure.

"I-" Began Megumi.

"Wait a second." Interrupted Ben as he walked in front of Megumi.

"Let me answer your question." Said Ben as he stood directly in front of Megumi and Todo.

"Huh?" Said Nobara in disbelief. Megumi eyes widened in shock while Mai raised a single eyebrow out of curiosity.

"The hell do you think you're doing? You either wait your turn,or I beat you to a pulp right now!" Shouted Todo with annoyance.

"Easy now, big guy. There's no need to get worked up over nothing." Said Ben in self defense as he held up his hands.

"You already said you were looking forward to meeting me and Itadori. Since you found only me, how about I make it up to you by making it worth your time?" Said Ben in hopes of diffusing the situation.

"Huh?" Ben would say in surprise as he felt a hand on his shoulder as he turned back,he saw Megumi looking at him.

"What are you doing, Tennyson." Asked an unamused Megumi. Ben would walk forward until he was in the inner circle of Megumi and Nobara,thus ensuring that Todo and Mai wouldn't be able to hear them.

"I've only known this guy for a few minutes, but I can already tell that he's got a few screws loose up here." Said Ben in a whisper as he looked back at Todo, who's annoyance only seemed to be increasing by the moment.

"And I don't think I have to say why any of us have to keep an eye out for her." Nobara visibly tensed up as she and the two boys saw Mai wave at them lightly with a smile. More specifically, Megumi.

"Point taken." Said Nobara in agreement.

"I'm going to try and stall him while you make sure that Kugisaki is safe. Though I don't want there to be a fight, something tells me that's what's most likely going to happen." Said Ben in a manner of fact tone.

"Why ask Fushiguro to keep me safe? You think I'll get in the way?" Asked Nobara, notably taking offense to what she believed Ben was implying.

"Itadori tells me you're pretty good,so that's not the case. Rather,I don't want you becoming one of his targets when it's me he's after." Said Ben calmly, causing Nobara to briefly blink in surprise.

"Though that may be the case,Are you sure about handling this on your own? Hey may not look the part, but he's a grade 1 sorcerer. It'd be ill advised to underestimate him." Said a concerned Megumi.

"Since when have I ever been in over my head?" Said Ben with an a smile.

"The hell are you doing back there?! Give me an answer right now!" Shouted Todo, causing the three teens to briefly dart their eyes to him.

"Just trust me on this. I'll be fine." Assured Ben before leaving Megumi and Nobara, and walking towards Todo.

"Sorry about that." Apologized Ben as he stood in front of Todo with his hands in his pockets.

"Your answer!" Barked Todo.

"Right, straight to the point with you. Got it." Said Ben as he held up his hands slightly in hopes of diffusing the tension.

"I'll be honest,I don't have much of a preference. Though if it came down to it, I'm usually a sucker for cute girls." Said Ben causally.

"Though if they're really pretty, that would be very nice." Ben's words garnered unique reactions from the teens. Though Megumi and Nobara looked to be visibly taken aback, Megumi seemed to be more composed. Whereas Nobara looked to be in disbelief.

In contrast,Mai looked at him with curiosity and Todo with intrigue.

"But all that stuff isn't really important to me." Said Ben, downplaying his earlier statement.

"Sure I'd like to be attracted to her at least, I really appreciate girls who know what they want and act on it. Who are able to accept themselves, flaws and all." The image of a girl came to the forefront of Ben's mind. She had black bobbed hair with straight blunt bangs, brown eyes, and wore a black T-shirt, mostly hidden under a pink hooded jacket, a white mini skirt and sported white tennis shoes.

"And who are able to see me for who I am, not for what others think of me." The three teens both looked at Ben with surprise over his words, but didn't interrupt him.

"As long as she has that, that's good enough for me." Said Ben boldly with a smile. Regaining his composure from his previous surprise, a small smile would form on Megumi's face, while a sly one of Mai. The look of intrigue held in her eyes once directed towards Megumi would now be directed towards Ben.

"Not a bad answer. For a moment,I thought you were going to say something like 'big boobs'. And if you did,I would have killed you right now." Said Nobara with a smile of acknowledgment of her own, and with her eyes closed. She even held up her left index finger as well.

"Ain't that a relief?" Said Ben under his breath with a sheepish smile. Megumi would look at Ben with mild amusement due to his plight.

Though it seemed that the three teens reaction to Ben's words were mostly positive, Todo's was a direct opposite, and in what was possibly the most unexpected way. The reason being a teardrop streaming down the right side of his face.

"I knew it." Said Todo with a low voice despite his visible distraught.

"Dude? You alright?" Asked a worried Ben as he, Megumi and Nobara were alarmed by Todo's display.

"You're boring, Tennyson." Replied Todo as tears now streamed down from both cheeks while his head was slightly tilted to the right.

Noticing Todo take a battle stance,Ben visibly tensed up, even letting out a gasp of shock as a result. Moving at a speed faster than the eye could blink,Todo would appear in front of, and clothesline a near unsuspecting Ben who barely managed to hold up both hands to block the attack.

Despite this, the force behind the blow would be enough to send Ben flying towards the compound behind him, his body skidding painfully across the ground.

"Tennyson!" Shouted Megumi in shock as he and Nobara had only just reacted to Todo's attack. Both teens would begin to run towards Ben, but would immediately stop once they saw him hold up his right hand.

"Don't worry about me, I'll be fine." Assured Ben with a weak smile,as he kneeled on the ground with his left leg. Both teens were far too taken aback by his immediate recovery and request to respond.

'Man that hurt. Had a feeling this would happen. Sometimes I hate being right.' Thought Ben as he winced in pain while holding his arms.

"I knew at first glance that you were a boring guy. But you shouldn't judge a person by their looks, right?" Said Todo as he walked towards Ben slowly. He still appeared visibly distraught as the tears still streamed down his

"So I went out of my way to ask you, but you just trampled on my kindness." Ben would grit his teeth in annoyance as he got back on his feet, though limping slightly.

"So you're going to beat me up because of it? Can't say I'm surprised." Said Ben with a chuckle.

"I could already tell from the moment I saw you that you were just a big brute. But I too, didn't want to judge a book by its cover." Todo would stop walking, and instead stand four-six feet away from Ben. His physique completely towered over the Ultimatrix bearer, but Ben wasn't the least bit deterred.

"Figures my luck would be so bad." Said Ben with a snicker as he held up his left hand to his chest level. Upon doing so, he would push back his left sleeve with his right hand, revealing the Ultimatrix.

Nobara's eyes would immediately widen in shock, while Mai's would narrow with a mischievous smile.

'He's actually going to use his powers to fight him?' Thought Nobara as she saw Ben activate the Ultimatrix, with the hologram of a humanoid tiger appearing. She had only heard of Ben's powers in passing from Megumi. Alas,it wasn't anything really substantial other than it made Ben to be formidable.

So the thought that she would finally be able to see a glimpse of that power, and under their current circumstances surprised her to say the least.

"But luckily for me, I've got my own big brute." Said Ben with a smirk before slamming the dial down, causing a blinding green light to engulf him, and causing Todo to cover his eyes with the inside of his left hand in the process.

The other three teens would do the same, but not completely due to the light not being as intense from where they stood. They wouldn't have to do so for long,as the light would disperse as fast as it appeared. And once they looked towards Ben's direction, what they saw caused their jaws to drop.

Standing in the place of Ben was an orange and white bipedal tiger which was about nine feet tall. It had one black claw coming out of each wrist and no tail. It was also muscular and had green eyes and black stripes on it's shoulders, head, legs, and upper body as well as a white jaw, neck, chest, stomach, hands, and feet. Finally,the Ultimatrix symbol was placed on it's chest.

(A/N: I greatly encourage you to envision Rath as he appears in the Heroes United art style, along with the rest of the Ben 10 cast. The reason being that that art style blends surprisingly well with the JJK art style compared to the UAF one.)

"Rath!" Shouted the Appoplexian in a roar like fashion while taking a powering up stance.

"That's...That's... Tennyson?" Asked Nobara with utter disbelief.

"Indeed. Though I haven't seen this form before." Replied Megumi who had regained his composure from his previous surprise.

"So that's how his powers work?" Said Mai in awe.

"This could be interesting." Said Mai with a sly smile.

"Let me tell ya something,Aoi Todo, grade 1 Jujutsu sorcerer from Kyoto,third year." Said Rath as he pointed towards a dumbfounded Todo, who's tears had long since dried up.

"Rath does not appreciate you sucker punching him out of nowhere. And because of that, you've just made a big mistake." The mouths of the three teens would be wide open and their eyes nearly bulging out of their sockets due to disbelief.

"Is he serious?" Asked Nobara in disbelief.

"I believe he is." Answered an underwhelmed Megumi.

"And what would that be?" Asked an unamused Todo.

"Making Rath mad!" Shouted Rath right before lunging towards Aoi with a battle cry. Once he was directly in front of him, he cocked back his right hand into a fist. With wide eyes,Aoi would cock back his left hand into a fist before throwing it in retaliation to Rath's. Once both blows collided,a massive gust of wind blew around them, causing the three teens who watched the battle unfold to cover their eyes with the inside of their hands.

With their fists dropped,Rath would immediately try a rising uppercut with his left hand, causing Aoi to duck backwards. Rath would try a spin kick with the back of his right leg while in mid air, causing Aoi to jump backwards instead. Not letting up with his aggression, Rath would throw a 540 kick with his right leg towards Todo's head.

(A/N: It's a jump kick that involves you spinning at 540 degrees. It's a move in disciplines like Taekwondo and Capoiera just to name a few.)

Todo would dodge this narrowly by doing a front roll on the ground. Gritting his teeth in frustration,Todo would take a battle stance as he expected Rath to lunge at him once more. Though he would be correct,Rath would do so at near blinding speeds, appearing as a blur to Todo, thus causing his eyes to widen in surprise.

As a result,he wouldn't be able to react to Rath grabbing him from behind by hooking his hands underneath Todo's.

"Ophiuchus Suplex!" Shouted Rath before suplexing Todo face first to the ground, causing him to spit out saliva in pain. Despite obviously struggling with the pain from the attack, Todo would muster enough strength to enter a squatting position, and throw a sweep kick with the back of his left leg. Unfortunately for him,Rath would immediately turn to face him as he began the attack, before jumping over him with a front flip once the attack nearly connected.

"Flying Ophiuchus Suplex!" Shouted Rath before grabbing Todo's head with both hands while upside down from above hum,front flipping to the ground behind Todo, and throwing him several feet away towards a wall. Upon crashing into it, blood would splurge out from Todo's mouth in pain.

'He's strong!' Thought Megumi, Nobara and Mai in unison.

Todo would fall to the ground on his knees, and begin to audibly gasp for air with his head ducked down.

'He's only hit me twice, yet it's hurting this much?!' Thought Todo in disbelief. He would then raise up his head and see Rath slowly walking towards him.

'Taking any more hits from him would be suicide! I have to go on the offensive this time.' Todo would stand on his right leg, and place his right hand on it's knee, and his left hand, curled to a fist beside his left leg which is kneeling on the ground.

'But he's also really fast too. Arguably faster than me.' Rath would stop walking once he noticed that Todo was now standing on both feet, despite looking like he could fall at any moment. Rath would then grit his teeth in anticipation as a result.

'If fighting him head on becomes too daunting,I might just have to resort to that...' Todo's eyes would widen as Rath would let out a battle cry before sprinting towards him.

"Cosmic Clothesline!" Shouted Rath as he would lunge towards Todo and attempt a jumping clothesline with his left hand, causing Todo to summersault to the right in order to avoid.

'There's no other option.' Growling in annoyance,Rath would dash towards Todo before attempting a low backhand with his right. Todo would jump over this attack, before proceeding to land a double snap kick to Rath's face, causing him to arch his neck back and grunt in pain.

'I just need to find an opening.' With a battle cry,Rath would bring down his right hand, clenched into a fist, like a hammer. This would cause Todo to perform an aerial summersault over Rath's head, before performing a backhand spring and landing into a fighting stance.

With a low growl,Rath would turn towards Todo before arching his right fist upward. Upon doing so, the black claw attached to it would extend slightly, and with a battle cry,Rath would plunge his fist into the ground. A low tremor would cause the ground beneath Todo to shake, and for him to nearly lose his footing.

Seeing this as a perfect opportunity,Rath would immediately plunge his left hand as well into the ground, and dig underneath it with both hands. After a few seconds of loose grunts,Rath would bring out from the ground a large boulder and hold it above his head.

'Now!' With widened eyes,Todo would cup both hands together and bring them towards the right side of his waist. With a grunt,Rath would throw the boulder towards Todo, and upon doing so,a brief clap would be heard.

To the surprise of all the onlookers, Todo would appear directly in front of Rath in mid air, and the boulder would be seen shattered at where he once stood. The Appoplexian teen was far too bewildered to dodge or block the cross kick sent to his face by Todo's right leg.

'To think he'd push Todo to have to use his technique, and so early on in the fight...' Thought an awestruck Mai.

'It doesn't matter though. There's no way he can beat Todo now.' Mai's lips would curl into a devious smirk.

Rath would stumble several feet back as a result, slightly disoriented. Shaking his head side to side rapidly,Rath would eventually look back at Todo with his composure restored.

"Let me tell ya something,Aoi Todo. Third year from Kyoto. Rath doesn't know how it is you managed to kick me just as I threw that rock! But it doesn't matter how many tricks you've got up your sleeve, because Rath's got even more!" Proclaimed Rath boldly.

"Is that so?" Asked Todo before letting out a chuckle. Todo would then proceed to enter a battle stance.

"Well then,why don't you find out for yourself?" Said Todo with a smirk.

"Now you're making things interesting!" Said Rath with a grin before sprinting towards Todo with a battle cry. Just as he was a few feet away from Todo,Rath would suddenly fall on all four limbs and run towards Todo, causing him to gasp in shock.

Seeing that Todo was caught off guard,Rath would attempt to pounce on him. To his surprise however,Todo would fall on his back and kick Rath behind him with his right leg. Upon doing so,Todo would perform a kick up and turn to see Rath skid across the ground while still on all fours.

With a battle cry, Rath would once again run towards Todo before attempting to pounce on him again.

'He's changed his fighting style.' Thought a wide eyed Todo before stepping back slightly in order to dodge a downard claw strike from Rath.

'It's almost beast-like.' Todo would continuously bob and weave through rapid fire claw strikes from Rath.

"Quit dodging!" Shouted Rath before throwing a powerful right cross with his hand still outstreched like a claw. Though the blow wouldn't make contact due to Todo sidestepping to his left, the power behind it would be enough to cause a gust of wind powerful enough to make a small cut on Todo's right cheek, causing a small dribble of blood to gush out.

Undeterred by this however, Todo would dash behind Rath before turning to face his back. Upon doing so,he would then land a push kick on Rath's lower back.

"Woahh!" Shouted Rath as the attack caused him to stumble forward and look at the ground.

"Hey, what's the bright I..." Rath would deliberately cut himself off as his right ear would twitch upon hearing a faint clap.

Once Rath raised his head up, to his shock, he saw Todo standing in front of him with his back turned. And once he looked at where he stood,Rath noticed that it was where Todo previously stood.

"How did you... Guahhh!" A flying back heel to the face from Todo would send Rath into the air and away from Todo by a few feet. Just as Todo would land on the ground with a battle stance, Rath would use a backhand spring to land on his right knee, with his left hand placed on his left leg.

"Fine! Don't tell me then. Makes it all the more fun for me when I eventually kick your butt!" Said Rath before running head on towards Todo, but this time on both legs.

Rath would attempt to run to behind Todo; but would be unable to,as to his astonishment,Todo would flip him up into the air with both hands, causing audible gasps from the three teens and Rath.

Though falling upside down, Rath would be able to vividly see Todo's left fist coming towards his face. A faint blue aura would form around it, causing Rath's eyes to widen in surprise, and as a result, the push back fist would make contact with Rath's face.

The blow was so powerful that it caused Rath to skid violently across the ground before he brought himself to a stop by clawing both hands into the ground.

Enraged, Rath would plunge his right black claw into the ground. Now anticipating the shockwave,Todo would perform a cartwheel flip to his left. Just as he dodged the attack, Todo's eyes would immediately dart upwards as Rath would jump high into the air.

Letting out a battle cry as he began to fall,Rath, despite his gaze being placed intensely on Todo, would barely notice him lower his hands, before putting them behind his back.

Rath's ears would once again twitch as the sound of a faint clap would be picked up by them. And just like before,he found himself standing where Todo once did. And with that in mind,he would look up too late to see Todo fall from the sky to land a drop kick to his face, with the blue aura covering his feet.

'My raw strength isn't enough to harm him.' Thought Todo as he watched Rath land face first to the ground.

'But even the attacks I infused with cursed energy don't seem to be slowing him down much either.' Though getting back to his feet groggily,Rath would unleash a deafening roar, causing the three teens to cover their ears. Todo would do so as well, but a bit late, causing him to visibly wince in discomfort.

'But I can't back down. All I need to do...' Rath would charge towards Todo, but unlike before,Todo would run towards him as well. Though surprised,Rath would still continue to run towards Todo. Once he was close to him,Rath would unsuccessfully grab Todo,as Todo would slide through the gap underneath his legs.

'Is to create an opening.' Todo would then jump towards Rath from behind him. But before Rath could turn back to face him, the faint clap would be heard once more. Rath would find himself about to fall to the ground, and would see Todo hovering directly above him.

'And hit him with everything I've got!' With a callous grin, and his eyes completely white,Todo would land a downard axe kick to the top of Rath's head, the attack being with his right leg, and also infused with the blue aura. It was power enough to drive Rath's face hard into the pavement.

"Aggghhhh!" Shouted Rath in pain as he landed painfully on the ground due to the attack. Todo would then perform two backhand springs so as to create distance between himself and Rath. His stance would be a neutral one as he observed Rath, presuming him to be unconscious.

"Huh?" Said Todo in surprise as he noticed Rath's body twitch.

'No way! He can still stand up after that?!' Thought Todo in disbelief as Rath began to pick himself.

'Either he's really tough,or really stupid.' As Rath got up to his feet, albeit slightly disoriented,a chunk of rock could be seen in between his teeth. To the amazement of both Todo and the three teens, Rath would crush the rock between his teeth with ease by biting down on it.

'Alright. Something tells me it's a bit of both.' Todo would then dash towards Rath, until he was directly in front of him. Todo would then throw a right jab and a left hook in quick succession. Both of which Rath would dodge by taking a step back from both attacks. Rath would then throw an overhead right cross, causing Todo to sidestep to his left to dodge.

'That was a pretty slow attack. Could it be he's lost his speed?' Thought Todo before sending two karate chops with both hands to the lower section of the back of Rath's neck, and the lower section of Rath's back.

"Gaahhh!" Shouted Rath in pain before throwing a back hand with his right. Todo would duck in order to dodge this however, and would immediately retaliate with a flying knee to Rath's nose with his right leg.

While still in mid air,Todo would land a superman punch to Rath's face with his right hand, causing Rath to stumble back as Todo landed.

'Whatever it may be however...' Thought Todo as he took a battle stance upon seeing Rath's intense gaze once he regained his composure.

"Cosmic Clothesline!' Rath would shout as he would attempt the move once more. It would unsuccessful just like before, as Todo would perform a knee slide with both legs, before ducking his head downwards in order to avoid Rath's outstreched right hand.

Upon sliding until he was a few feet behind Rath,Todo would get up to his feet before performing a 540 kick on the unsuspecting Rath. The blow would make contact on the top of Rath's head, causing him to forcefully face down.

Todo would then follow up by running up Rath's face with two steps, temporarily blinding him and positioning his face downwards still. With the second step,Todo would jump off Rath, and perform a aerial summersault to land several feet behind him.

'I'm ending this now.' Todo would then jump towards Rath, whose back was turned, with his body positioned in a way that made it seem that he was directly flying towards him.

With the sound of the faint clap,Rath would find himself in the same flying position as Todo, and his eyes would immediately widen upon seeing Todo standing in front of him with his back turned.

"This..." Began Todo as his right fist began to glow an even brighter blue aura than the previous attacks.

"Is the end!" Shouted Todo as he connected a straight right punch square on Rath's face, sending the Alien Hero flying several feet away from Todo, and skidding painfully across the ground in a ragdoll like fashion the process.

With a loud thud, Rath would land flat on his back with his hands outstretched and his eyes closed.

"Tennyson!" Shouted Nobara with worry.

'He ...lost?' Thought Megumi with disbelief.

'I shouldn't have allowed him to fight Todo alone. I just hope he's not badly hurt.' Megumi would then begin to grit his teeth in frustration.

"It's to be expected." Said Mai casually, causing Megumi and Nobara to look at her with disbelief.

"No matter how strong your friend may have been,he could never stand a chance against Todo." Looks of anger would form on the faces of both Megumi and Nobara. However,it would be for completely different reasons.

Megumi due to frustration over not going to Ben's aid earlier. Nobara due to Mai's insensitivity to Ben's plight, and their concerns for his well being.

Todo would begin to pant loudly. This was due to his last attack pushing him to the brink of exhaustion.

'It's over.' Thought Todo before flashing a small smirk.

"Not bad, things considered, you put up a good fight. But I think most of us knew that it was always going to end like this." Said Todo as he looked down at the unconscious Rath. He then looked up to see the distressed Nobara and Megumi.

"You're in luck, Fushiguro. I don't feel like playing with you anymore." Megumi would clench both fists in anger, but wouldn't act on it. As his eyes fell on a smirking Mai,a smirk of his own would form, and as such,Todo would begin to walk towards them.

"You might want to check up on your friend. Make sure he hasn't kicked the bucket yet. Though I did everything I could to only beat him half to death, it's not far fetched that I may have..."

"Where do you think you're going?" Asked Rath, interrupting Todo. The eyes of all four teens widened in shock upon hearing his voice. And as they turned to face him, their jaws dropped in disbelief.

"How can you still get up after that?" Asked Todo as true to his word,Rath was fully standing.

"Let me tell ya something,Aoi Todo. Grade 1 sorcerer from Kyoto Third year. Who attacked me because our taste in women differ. Or rather,due to the fact that I have actual taste, and yours just sucks!" Shouted Rath as he pointed towards Todo.

"What?!" Said Todo with growing rage. Due to his words,a once awestruck Nobara would let out a snicker.

"You don't know me well enough yet,so I'll give you a bit of insight. I always win every fight I find myself in, and you wanna know why?" Said Rath, causing Todo to look at him with caution.

"Because I don't give up!" A small smile of relief would form on Megumi's face. One that stood in contrast to Mai's frown of annoyance.

"So you think because you're still able to fight after all my attacks that you can win?" Asked Todo in a condescending tone.

"I don't think I can. I know I can." Said Rath with pride, and a smug grin, causing Todo to frown with anger. In a single bound, Rath would jump several feet into the air.

"So high!" Said Nobara in astonishment that was also accompanied with gasps from the three teens.

'I should probably move out of the way of this attack. But I'm not sure if i can keep fighting for much longer. Guess I'm going to have put everything I can into this next attack, and hope he doesn't die.' Thought Todo as he observed Rath rapidly descend downwards towards where he stood.

The faint clap would be heard, and as a result, Rath would stand where Todo did. And Todo would be falling from above him.

'Now's my chance!' Todo would cock back his right hand into a fist. But to his surprise,Rath would look up at him with a smirk on his face.

"Peekaboo!" Said Rath before headbutting Todo who had descended until he was directly in front of Rath.

"Gggahhhhghhh!" Screamed Todo in pain as he would fall flat on his back. Though slightly disoriented,Todo would muster enough strength to lightly place his left hand on the bridge of his nose. And to his horror,he was bleeding.

'He countered my attack? How?' Thought Todo as he looked at his blood stained fingers before looking at Rath.

"What's the matter? Cat got your nose?" Taunted Rath. A once awestruck Nobara and Megumi would change their expressions into one's of confusion.

"That's not the correct expression!" Shouted Nobara, causing Rath's eyes to briefly widen in surprise.

"I knew that!" Rath shouted back in an effort to downplay his blunder. Nobara however would be unamused by this attempt, and her frown would reflect that.

'It must have been a one time thing. There's no way he's starting to understand my attack pattern.' Thought Todo as he did a kick up before entering a fighting stance.

'My attack pattern. That's it! If just make some minor adjustments to them,he won't be able to anticipate.' Todo would then jump up into the air, until he was directly above Rath. He would then throw a downward axe kick with his left leg, causing Rath to roll forward in order to dodge it.

The faint clap would be heard, and Rath would find himself standing on the ground where Todo landed, with his back turned to his opponent.

Todo would immediately attempt to seize this opportunity by doing a flying triangle right before Rath could turn back to face him.

(A/N: The 'Flying Triangle' is a marital arts move that is used in both Judo and MMA. It's primarily used for a chokehold.)

'I'll start off with a low attack. He'll never see it...'

"Cosmic Clothesline!" Shouted Rath as he managed to turn just at the last second, and connect a downward version of the move while standing to the jaw of an unsuspecting Todo. Todo would land on the ground with his back, causing a heavy thud to be heard.

'Im... possible!' Thought a wide eyed Todo as he spat out blood from his mouth that would eventually fall on his chest.

"Nailed it!" Shouted Rath triumphantly, causing the three teens to look at him with awe and disbelief over his successful attack.

"And now for the follow up. A new move making it's debut." Announced Rath as he began to spin his left fist in a windmill fashion.

"Equuelus Elbow drop!" Shouted Rath as he would perform the 'People's Elbow'. The attack, which was aimed at Todo's face, wouldn't connect as Todo would roll out of the way at the last second.

'Such power!' Thought Todo as he saw cracks on the ground where Rath's elbow hit. Just as Todo got up to his feet,Rath would as well, throwing a left hook in the process. One which Todo would narrowly dodge.

'Such speed!' Rath would throw rapid fire jabs and cross punches without letting up, keeping Todo on his toes as he dodged each attack. Todo's eyes would widen as he noticed Rath raising his right leg for a high kick. Todo would counter by doing a leg check with his left leg.

Despite this,Rath would throw a straight left punch at Todo,who would block it by crossing both hands in front of his face.

The force behind the blow would be powerful enough to send Todo flying back by several feet, before eventually rolling on his back into a kneeling position on his right leg.

'All those times we were trading blows. Could he have been holding back?' To his amazement,Todo would notice that both his hands were bruised from Rath's blow.

'I'd rather not find out.' Rath would smirk upon seeing the bruise.

'I have to end it with this!' Rath would then jump high into the air once more. This time, doing a front flip in the process before holding both fists above his head in a manner akin to bringing down a hammer.

'I have to make this...' The faint clap would be heard, and Todo would switch places with the rapidly descending Rath. Even taking the same attack posture he did when he was falling towards him.

'My final attack!' A glowing blue aura of cursed energy would completely engulf Todo's fists,as he put all his strength into his upcoming attack.

"Gotcha!" Said Rath as he grabbed Todo in a chokehold from mid air with his right hand.

"How?!" Asked Todo as he began to grip Rath's hand in hopes of relinquishing the choke, his cursed energy even disappearing in the process. But to no avail,as Rath's grip would remain firm.

"Let me tell ya something, Aoi Todo. You've made a couple mistakes today. Bashing my taste in women. Threatening my friends. But your biggest mistake... was underestimating me!" Declared Rath.

"And now, I'm going to show you that there's more to Rath than meets the eye." Todo's eyes would widen as Rath's grip would significantly tighten.

"Alright. Finally got one!" Said Rath in self praise over properly using the expression.

"No..." Pleaded Todo as he gasped for air.

"Another new move, making it's debut!" Announced Rath before briefly letting go of Todo's throat before proceeding to carry him over his shoulders with both hands.

"Atomic Attitude Adjustment!" Shouted Rath before doing a spin to the right and throwing Todo off his shoulders with enough strength to send him high into the air.

"Aahhh!" Shouted Todo in agony as he realized just how high up he was,as Rath looked much smaller from the height he was falling down from.

"With a follow up!" Announced Rath before jumping into the air with a single bound. He was on the same height level as Todo, and was directly behind him.

"Sirius Butt-Kicking!" Shouted Rath before landing an upwards cross kick to Todo's backside, causing him not only to shout in pain, but to fly at rapid speeds before eventually crashing into the wall of an uncompleted wooden building that was at least ten stories tall. His back was indepthed into a section of the wall at the third story. But fortunately for him,he neither fell off it,or through it.

"But wait. There's more!" Announced Rath as he landed on the ground, before jumping right towards Todo.

"Ophiuchus Face Plant!" Shouted Rath before grasping Todo's face viciously with his right hand and driving him upwards through the building. The two combatants would crash different sections of the building, from one floor to the next. Todo's face unfortunately being the thing used to create that pathway through the building.

For better or for worse,Both Rath and Todo would ascend to the rooftop of the building. Both individuals above it with great heights.

With a battle cry, Rath would hold Todo upwards by the face once more, before throwing him with enough force to not only land on the ceiling with his and a heavy thud, but a mini crater as well.

"And now for the finale!" Announced Rath before crossing his arms into an 'X' in front of his face.

"Ursa Major Body Slam!" Shouted Rath as he flew towards Todo in a manner similar to flying.

"Gggahhhhghhh!" Shouted Todo in agony as Rath's crossed arms and the full weight behind them would collide with his chest. With the attack successfully landed, Rath would jump off Todo, and land in front of him but with a few feet away from him.

Since he had ceased his assault,Rath was able to see the damage he had caused Todo. Bruised arms,dried up blood on his chest, several cuts on his face, and blood streaming down from his forehead, nearly blinding him.

'He...beat... me...?' Thought Todo with disbelief as he only barely managed to keep his eyes open. He was far too weak to pose any form of opposition to whatever advances Rath could perform.

"Oh yeah! And you're gonna stay down,if ya know what's good for ya!" Shouted Rath directly to Todo's face, relishing in his victory.

From seemingly nowhere, the platinum blonde haired boy that accompanied Maki and the Panda would appear beside Todo. He would zip down his color, and upon doing so,two, black circular tattoos with slant but horizontal lines could be seen on both sides of his cheeks.

"Don't Move." Said the boy, revealing a black, circular tattoo with snake like fangs on his tongue. Circular ripples of sound would form in front of him as a result, before hitting an unsuspecting Rath.

To Rath's astonishment, he would find himself unable to move any of his limbs.

The boy's companion, the Panda, would jump high into the air, blinding Rath's vision of the Sun in the process.

"What are you two doing?!" Shouted the Panda in annoyance before landing a straight right punch to Rath's face, causing him to grunt in pain as he skid backwards.

"Whew, just barely safe." Said the Panda in relief upon landing while holding his right fist.

"Bonito Flakes." Said the boy with his zipper still down. His hands were placed on the shoulders of Todo who sat in front of his legs.

"Okay,I guess that might actually be an out." Said the Panda with embarrassment.

"Let me tell ya something, talking Panda and blonde kid with mouth tattoos that came out of nowhere to sucker punch Rath!" Shouted Rath as he pointed at the two individuals.

"Rath does not appreciate you getting in the middle of his fight. If you want to pick a fight with Rath, you wait your turn. And if not,fine by me. Rath's gonna kick your butts either way." Proclaimed Rath boldly as he held up both fists before popping out both black claws.

"Stand down. You've already beaten him. There's no need to escalate things." Said the Panda in an attempt to diffuse the tension.

'He's conscious, but just barely. If we hadn't gone here when we did...' Thought the Panda as he briefly looked back at Todo.

"Rath knows that. I just wanted to set the record straight for why he shouldn't mess with Rath." Said Rath in self defense.

"Besides,Rath takes orders from no one. So either you step aside,or Rath is gonna..."

"Don't Move." Said the boy once more as Rath took a step forward. Once again,Rath found himself unable to move.

"How did you...?"

"It's just like I said. There's no need for things to escalate further. Stand down... Tennyson." Interrupted the Panda, causing Rath's eyes to widen in shock.

"How do you know my name?!" Demanded Rath.

"Fushiguro's told us a lot about you. And you made an acquaintance with a friend of ours, Maki." Explained the Panda.

"Though nothing they told us could ever prepare us to meet you under these circumstances,we understand that it isn't fully by your doing." Said the Panda in an attempt to appeal to Rath.

"So, now that you have no reason to fight,or to doubt us, how about you stand down? You could benefit a lot more from getting to know us." Rath would look at the Panda's outstreched hand with caution.

Though he seemed to be considering the Panda's words, and the intentions behind them,he wouldn't do so for long as after a few seconds,he would retract his claws, and put his hands by his side.

"Alright, but not because you told me too." Said Rath with mild annoyance before slamming the Ultimatrix symbol on his chest with his right hand. The blinding green light caught all three teens off guard,thus they could only close their eyes as a result.

Fortunately, the light would die down just as it appeared, and to the amazement of both the Panda and his comrade,Ben would stand in the place of Rath.

"Sorry about that. Rath tends to get a bit carried away." Apologized Ben sheepishly.

"I'd wager that it's more than a bit. But as long as no significant repercussions come as a result of your actions, I'd say you have nothing to worry about." Said the Panda, slightly regaining his composure from his initial surprise.

His comrade would also regain his composure as well, even zipping up his collar in the process.

"You already know my name. It's nice to meet you uh..." Said Ben, trailing off as he didn't know the names of the strangers in front of him.

"Panda." Introduced Panda.

"Oh. Uh,Panda. Alright then." Said Ben as he blinked in surprise.

'A bit on the nose for a name if you ask me. But who am I to judge.' Thought Ben to himself with a smile upon recollecting some of his less than ideal names for some of his transformations.

"And it's nice to meet you too uh..." Said Ben as he looked towards the boy.

"Toge Inumaki." Said Panda, introducing his comrade for him.

"Inumaki then." Said Ben with a smile.

"Kelp." Said Toge, causing Ben's eyes to widen in confusion before looking back at Panda.

"He uses rice ball terms to communicate with people." Explained Panda.

"Why's that?" Asked Ben.

"He does so to protect others from his cursed technique." Explained Panda, causing Ben's eyes to widen in surprise.

"Oh... I'm sorry to hear that." Said Ben with sympathy.

"Salmon." Said Toge calmly.

"He says not to worry about it." Said Panda with a smile.

"And you've already met Todo." The afformentioned Todo had gotten up to his feet, and looked at Panda with a smile.

"Long time no see,Panda." Greeted Todo warmly, which stood in contrast to his hostility from before.

"Why can't you just wait until the exchange event?" Asked Panda with annoyance, even placing his hands on his waist as well.

"Seems like he didn't rough you up too badly." Said Panda in reference to Ben.

"Which means you can start going on home. If not, I'll start screaming "No!" Panda's poor attempt to mimic the shriek of a girl got a snicker from Ben and a frown from Todo.

"You don't have to tell me to go home." Said Todo with annoyance before turning his back on the trio.

"Where did I put my jacket?" Asked Todo to no one in particular as he looked around the rooftop.

"Looks like I won't be bored at all." Said Todo with a smile as he placed his right hand on the back of his neck while looking at Ben.

"You better watch your back. Next time, you won't be so lucky." The smugness of Todo's tone only caused a smirk to form on Ben's lips.

"Don't believe in luck. If it's a rematch you want, you've got it. Just be ready to lose again." Said Ben with pride.

"We'll see about that." Said Todo before his smile would eventually turn into a frown.

"Until then, give Okkotsu this message for me: 'You take part,too." Said Todo in a grave tone similar to a warning.

'What a pain.' Thought Panda to himself as both he,Toge and Ben looked unamused.

"I Panda. I no understand human speech." Said Panda as he held his left hand to the side below his chin.

"Not a strong case you've got for yourself,big guy." Said Ben with a light chuckle.

"Salmon." Said Toge in response. With nothing left to say to them,Todo would walk towards one of three doorways on the rooftop that led to the ground below. He would proceed to enter the first one without batting so much as an eye to the trio.

"I know we just met, but I'm still surprised you seem to be cool with that guy. He just oozes trouble." Said Ben with apprehension.

"Sometimes,I am too. But we manage." Said Panda with a sigh.

"You on the other hand..." Said Panda, causing Ben to raise his left eyebrow with curiosity.

"You going to be alright?" A light chuckle would escape Ben's lips before they would curl into a smirk.

"Please, even if I didn't win, I've been much harder fights than that. If anything,I hope he's not too butt hurt about loosing." Said Ben boldly.

He's definitely pretty confident. Though, from what I know of him,I guess it's to be expected.' Thought Panda.

"Speaking of how others may feel,I need to get back to Kugisaki and Fushiguro. Make sure they're ok." Said Ben with concern for his friends.

"Good call." Said Panda in agreement.

"All things considered. It was nice meeting you Panda." Said Ben before offering his right hand for a shake.

"Likewise." Said Panda with a smile as he accepted Ben's proposal, shaking him with his left hand.

And you too, Inumaki." Said Ben as he offered his right hand for a shake to Toge.

"Salmon." Said Toge before accepting it as well.

Ben would then walk towards the second doorway, before waving back to both of them with a smile. A gesture they would respond to in kind as he entered the doorway.

TO BE CONTINUED!

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