Ben 10 and RWBY crossover

Omni: The shapeshifter of christmas

"Person or creature speaking."

'Person or creature thinking.'

Authors note: Hey guys and girls! The last chapter got a few reviews and I'm thankful for that. Once again sorry for any long updates but school and family are being annoyances. I've been asked 'why hasn't the Omnitrix scanned Faunus DNA'? If I'm correct, the Omnitrix scans unknown 'new' DNA and since the Faunus are, genetically, human, the Omnitrix doesn't scan them. I hope I'm right and thanks for the reviews and hints. Without further a due, here is chapter 8. Please leave a review if liked! Thanks!

Chp 8: The race ends and the second semester.

Two blurs race through the streets causing papers and other miscellaneous things to fly in the. The blur and black blur is ahead of the red blur and is zipping past cars and other things. Xlr8 looks behind him and notices Ruby gaining on him. He whistles lowly to himself and goes a little faster. A turn was coming up and Xlr8 bears left and the red blur follows. Ruby grits her teeth in exertion as Xlr8 speeds ahead of her. How was he going so fast and not getting tired?! She uses a little more aura and speeds up next to Xlr8. His visor was faced in front of him and his legs were moving faster than her eyes could see.

She frowns when Xlr8 looks at her and gives a wave before shooting farther ahead. Houses and cars zoom past Xlr8s eyes and he chitters a little. Ruby was no longer behind him and he was fairly far ahead. He slows his pace down and looks at the frozen landscape passing his eyes. Families were laughing together, people were walking without a care, and children were playing through the streets. Xlr8 smiles to himself as this as what he fights to protect. This period of peace and tranquility calms his hyper nerves and he lets out a breath. A red blur shoots past him and he blinks in surprise. He was past 300 m/ph and Ruby caught up to him. He watches as she starts to slow and weaken. Her silver eyes were drooping and her lungs were inflating for more oxygen.

He sighs to himself and speeds next to her. She trips and Xlr8 acts. He grabs her arm with his three fingers and stops in place. A small dust cloud passes him and the Kineceleran looks at the disheveled girl in his arms. Her face was covered in sweat and her chest was rising far faster than what it should. He picks her up bridal style and zooms off toward the others. In Ruby's eyes, everything was hurting. Her lungs burned, her heart thumped against her rib cage wildly, and her vision was swimming. She moans when the thin but strong arms of Xlr8 picks her up and she hears him sigh before dashing.

In her tired state, she watched as time slowed to a stop and everything become a blur. The sun didn't flicker in its flames nor did the wind touch her as Xlr8 zoomed through the town. She slowly turns her head and notices brightly colored hair. Everything came into normal time and Ruby was wretched out of Xlr8s arms by a worried Yang. Her lilac eyes narrow at Xlr8's thin ones and she asks.

"What happened..."

"She pushed herself far to hard. She was going past 300m/ph and human bodies aren't meant for that type of strain. She collapsed mid step.." Xlr8s chittering voice sighs out. He wheels over to the tired Ruby and gives her a thumbs up. "You did good, Ruby. You did just fine."

Ruby smiles at the lizard and slowly closes her eyes, letting sleep take her into dream land. The familiar beeping noise is heard and Ben stands in Xlr8s place. He nods to the others and they nod back.

"I believe its time to head back to the academy." Ben says his voice even. The others nod and Yang picks up Ruby and starts walking toward the landing docks. Ben smiles to himself at Ruby's sleeping face and walks over to the Tenn speed. He hears sick chitters from his waits and looks down at the still attached Klaus. The magical bags button eyes were a sickly green and his zipper mouth was in a frown. Ben raises an eyebrow and asks.

"You okay Klaus?" His only answer was the bag opening up his pouch and puking out random objects. Ben squeaks and jumps as Klaus spits out a large metal ball. Klaus releases a few apologetic whimpers and Ben pats his head even with the strange slime running down his legs. He gets in the Tenn speed and feels his suit appear on his skin and he turns around to yell for his little ones. He blinks as various 'clicks' are heard behind him and he turns around. Eleanor and his little ones were grinning at him with their seatbelts across their chests. He chuckles to himself and starts up the Tenn speed. It buzzes to life and floats into the air before Ben pushes the steering wheel forward. The trees buzz past as the vehicle flies and dodges high limbs.

Ben turns on the radio and nods his head as a slow song comes up. He couldn't remember the name but it had a nice tone to it. He blinks when a notification appears on his dashboard. He pushes it and his eyes widen as it was a transmission. He turns off the radio and shushes his kids as he pushes the play button. A voice comes through the speakers and it sounded deep and brash like a Tetramands.

"This is Kho of the Tetramand honor guard. I repeat this is Kho of the Tetramand honor guard. Me and many others have been trapped on this dirt ball of a planet for a long time. Whoever you are, you're the only person who can pick up this frequency and if your a plumber, please come and help. We won't survive much longer out here. Transmission end."

The transmission starts to loop and Ben pushes the stop button. He looks behind him at his children worried eyes and smiles at them. He pushes a button on the dashboard and says.

"Track the transmission."

A map of remnant appears and a small white circle starts moving around. It lands on large land mass at the bottom right hand of the map. It looked like a giant whale to Ben but he didn't care. Ben pushes the continent causing it to grow in size before filling up his screen. He taps the track button and watches as it scans over the continent. It doesn't stop anywhere and an error code pops up. Ben frowns and taps the 'error code' and watches as a small paragraph pops into existence. It said.

"Unable to pinpoint location of transmission due to large amounts of unknown energy source. Sample of unknown substance is needed for improvement of tracking."

Ben frowns and looks up as Beacon comes into view. Klaus releases a few chitters and Ben hushes him He lands on the landing dock and slowly drives to his dorm. He steps out and looks at his children.

"Go back to the dorm room, little ones. I'll be back in a few."

They quill and croon at him but Bens eyes stop them. They float over and nuzzle him before floating toward the room. Eleanor looks up at him and asks.

"What'cha doing?"

"I'm going to have a talk to the headmaster. A nice looonngg talk with the headmaster." Ben says with his voice screaming his dedication. Klaus screeches in agreement and Ben smiles. He bends down and pats her head before walking toward the headmasters room. They needed to discuss something. And Ben wasn't leaving without a 'yes'.

At the headmasters office.

The grey haired principal sips his coffee without a care. The ticking of the clock like gears above him soothes his nerves. He glares at the paperwork on his desk and he huffs in annoyance. Couldn't paperwork be more easy? He snickered to himself as he already knew the answer but he begins the long and tedious work of 'paperwork'. He blinks when voices are heard outside of his office. It sounded like Glynda and a panicking student? He is about to stand up, when a bright green flash outlines his door. A ghost like figure floats through his door, its single green eye narrowing at Ozpin and its hollow, dry voice echoes.

"We need to talk headmaster Ozpin." He raises an eyebrow at the beings exclamation. He reaches for his cane but stops short when he notices the symbol on the beings chest. The hissing magic bag was a given. He smiles to himself and says.

"What about Mister Tennyson?"

Ghostfreak floats toward him and turns intangible when a tan hand tries to grab him. Glynda Goodwitch snarls at him and he moves his eye to look at her. The female teacher straightens out her skirt and turns to Ozpin. She bows in apolegy before saying.

"I'm sorry Ozpin but I couldn't stop him in that form."

Ozpin waves her off and motions for Ghostfreak to sit. Ghostfreak slaps the Omnitrix dial and reverts back to Ben. Ben walks over to the desk and takes a seat in a guest chair. Ozpin takes a seat in his large comfy chair and crosses his hands in front of him. Ben pulls up the Omnitrix and pushes a few buttons causing the map of Remnant to appear. The map shrinks to the continent at the bottom right hand corner and stops. Ben speaks first.

"What is this place called?"

Ozpin raises an eyebrow at the teen and humms to himself before answering. "The continent has no name but it is filled of Grimm. Many have tried to go their and live but none have survived, allegedly." Bens eyebrow raises at the answer and he puts his hand under his chin. He nods to himself and inquires.

"Is there any way for me to go there, without using the Omnitrix?" Ozpins eyes widen at the question and he grabs his coffee mug and takes a quick sip. He clears his throat causing Glynda to nod and leave the room. He prepares his answer and lets it go.

"No."

"Why not?" Ben asks his green eyes dilating. Ozpins eyes darken a little and he sighs. The headmaster stands up and walks over to the large window. He puts his hand against the glass and turns around to look at the transforming teen. He asks a simple question.

"Why?"

Bens only answer was to allow the transmission to play. Our green-eyed hero watches as Ozpins face goes from confusion to understanding. The grey haired man nods and sits down before grabbing a scroll. He types on the scroll for a few seconds before he shows Ben what he typed. It was excuses for his classes and it needed an amount of days.

"How long would you be gone?" The headmaster asks while typing away at the scroll. Ben ponders on the number and says. "4 days at the least and 6 at the most."

Ozpin nods and types on the scroll for a few more seconds. Ben smiles when he hears a little ping noise echo through the empty office. Ben nods in thanks and stands up. He begins walking toward the door when the headmasters voice stops him.

"What about your children?" Ben stops mid step and ponders about that. He hadn't thought that far ahead yet. He shakes his head and gives Ozpin a thumbs up. Ozpin blinks at the gesture before laughing as Ben runs out of the door. He hears Glynda yell 'to not run in the halls' a command that young Benjamin didn't hear. The door opens and the blonde haired professor walks in muttering under her breath. She starts asking questions and he tunes her out. With a huff of frustration, Glynda brandishes her crop wand and lifts it into the air.

A loud "SMACK!" is heard throughout the school causing many of the students and teachers to cringe. Klaus releases a few happy chitters from Bens side and Ben joins him.

Back with Ben.

Ben runs through the halls dodging students and teachers a like. He waves at Velvet as he passes her and she waves back, rather confused at the boys running. Ben continues his running until he reaches the cafeteria. He looks in the room and notices Team's RWBY and JNPR at the normal table. His children were happily playing around the table either chewing on some food or playing with the team members. Ben smiles at the sight and walks in. One of his Necrofriggian children notices him and releases a happy screech before flying over and hugging him. The others quickly follow and Ben starts hopping toward the table. Eleanor was hugging his legs causing him to jump and make the children laugh and giggle.

The two teams smile at the sight and some of the others in the room also laugh. Ben arrives at the table and Eleanor lets go of his legs, allowing Ben to sit down. His Necrofriggian children take up perches around his body and Ben grabs Eleanor and lifts her into a nearby seat. She grins up at him and Ben smiles back at her before ruffling her hair. Ben looks up and blinks at the expectant stares he was getting. Klaus jumps from Ben's side onto the table and croons at the others in greeting They greet the small bag and look back at Ben.

"Am I the leader of the table or do you guys not have anything special happen?"

They all blush and mutter to themselves. Small conservation start and soon the entire table is talking to each other. Ben smiles and looks around the table. A question mark appears above his head, when he noticed a distinct lack of cookie crunching. He looks under the table and around the lunch room only to find nothing.

"Where's Ruby?" Ben asks with a confused look on his face. The others stop and look around before shrugging. Rose petals fly into the lunchroom and the others blink as Ruby appears before them in her school uniform. She grins at them and giggles when a Necrofriggian perches itself in her hair. She takes a deep breath before speaking.

"Sisters, friends, Weiss..."

An indignant "Hey!" is heard from the icy heiress. Ruby begins again. " Four score and seven minutes ago, I had a dream..."

Yang grins and leans over to Blake saying. "This oughta be good." She catches the red tomato that was thrown at her and humms in approval. Klaus catches the next one causing Yang to growl at the bag.

"A dream, that the 4 of us would come together, as a team, and have the most fun day anyone could ever have, ever!" The little Necrofriggian releases a happy screech and pumps its fist into the air, its siblings quickly following.

Ben blinks at the little speech and grins when Weiss asks.

"Did you steal my binder?"

Ruby replies with a "I am not a crook.." Ben tunes out the rest of the conversation and starts thinking on his little dilemma. 'Could team RWBY watch my little ones, while I'm away or should I take them with me? That wouldn't work due to the Grimm and while I would be there, I couldn't stay there 100% of the time. What to do, what to do...'

He blinks when the floor started to shake but he shrugs it off. As Ben does his little thinking thing, the most epic food fight of all time was happening in front of him. He frowns when the familiar weight of his children disappear but he once again shrugs it off. A turnkey flies near him and he, finally, looks up. His mouth drops open when he beholds the food destruction around him. Weiss was holding a swordfish like a rapier and Yang was using turkeys as boxing gloves. Various food items were being thrown and Nora was laughing like a maniac. He winces when Jaune is hit with a rather hard watermelon. Klaus was chewing on an apple and He waves his zipper at Ben. Ben waves back and he notices his little ones hiding under the table. Eleanor was hiding behind his legs and the others were behind her. It was quite crowded actually.

Ben frowns when he looks up again. 'Better stop this now before we're all taken to detention via Goodwitch express..'

He raises the Omnitrix up and starts dialing through it. He humms as the icons pass by his eyes and he finally finds the one he wanted. The dial pops up and he grins before slapping the dial. His body expands to almost triple his original size and his mouth grows into a large grin. His skin turns into a reddish-brown color and large hills grow from rock formations on his body. His organs are moved upward when a brought red core repleaces his stomach. The emerald-green flash takes the cafeteria by surprise and standing in Bens place was a giant rocky being. Its green eyes were located on the front of the face, set above a disturbing grin that never moves. Black lines cover the beings rocky exterior and the 4 fingers move in unison.

The being takes a step forward on its feet and its red core glows brightly before it says.

"Gravattack!"

Omnitrix database

Species: Galileans

Home planet: Keplorr

These strange beings hail from the world Kerplorr. This is a common mistake, as Galileans are actually, living planets. At some point in their life cycle, they orbit their home world Kerplorr. Most Galileans are brownish-red and have a red or orange core in their chest. Galileans have been known to be wise and patient as well as living long periods of time. They have the ability of gravikinesis or the ability to manipulate gravity. This allows them to make things much lighter or much heavier than what they really are. They can levitate due to their gravity manipulation and can roll into a planetary sphere. With their gravity manipulation, they can make things orbit them like a true planet.

Enhanced strength and durability are within their powers as well. Due to being living planets, they can survive in the vacuüm of space. If a Galilean takes to much damage to their core, they can meltdown and explode, much like an actual planet. Large changes to mass can throw of a Galileans orbit.

Galileans have an evolved form and it is a large change. Evolved Galileans no longer have legs and move around via manipulating their gravitational field. Their skin crust are much more jagged and their core has been engulfed by their mouth. The core is a swirling mass of energy and is now completely protected by most means of harm. Their hands are much larger as well. The largest change are the three small planetoids that orbit the Evolved Galileans. They each have a little face on them like a normal Galilean. Like a normal Galilean, Evolved Galileans can control or manipulate gravity. Being made of rock, plus their naturally large size, they have enhanced strength and durability.

They must use their gravikinesis to move around due to not having legs and due to their large size, they cannot fit in small spaces. This is one of Bens favorite forms due to the patience he gets, when transformed. He is often seen in this form.

Omnitrix database end.

Gravattacks grin falters when the chair under him groans under his massive size. He stands up, catching the attention of Jaune. The blonde swordsman lets out a very girlish 'eep' before ducking under a table. With a grin, Gravattack says.

"Lets break up this food fight.."

The small planetoid lifts up his large hands and focuses a little. Within an instant, his hands are engulfed in a light green glow. Ruby was about to charge at Team JNPR when she started floating. She blinked and starts floating around in the air, her team mates and friends confused by the floating girl. Before long they to were floating and being pulled toward an unknown place. Nora grabs onto a table, trying to stop her slow flight to Gravattack but the planetoid just smiles and increases the pressure. The screams of the two team are quickly droaned out by the moaning of Gravattacks orbit.

Weiss was fumbling around, trying to dodge a sword fish floating toward her and Blake was trying to eat said sword fish. Ruby was giggling like mad and so was Nora. Ren was just stoic and Jaune...was turning green? Klaus attached himself to the planetoids side and Gravattack smiles. Gravattack frowns a little at Jaunes squeezing and lessens the pressure to the thankfulness of the others. Pyrrha decides to pop a question.

"What does this form control, Ben ?"

"This form can control or manipulate gravity and my name in this form is Gravattack." Gravattack says with a small grin. He picks up the table and chuckles at the awed look Eleanor was giving him. He controls the gravity around them and smiles when they all squeal in glee at the concept of floating. Gravattack starts walking toward the door when it bursts open and an angry Goodwitch steps through it. Her eyes were alit with fury and her gaze fell on the moving planet and his orbiters. She stomps up to him and Gravattack stops his orbit allowing the others to fall. His children grab Eleanor and sit her on his head before doing their own idea. Gravattack looks in Goodwitches eyes and smiles when he notices her eyes widen a little.

To say, Professor Goodwitch was pissed, would be an understatement. There she was walking through the halls, when the floor started to shake. She blinks and coming toward her were a large group of students screaming bloody murder. She steps to one side and watches the horde pass in confusion and anger. Some of the students had food covering their clothes and they were screaming of a...food fight? The woman blinks before looking toward the cafeteria where a blond blur was just jetisonned into orbit. She growls lowly to herself before stomping to the cafeteria. She kicks open the door and stomps in, waiting for the destruction but only to find giggles and a few laughs. She follows the noise and blinks at what she finds.

Walking toward the door was a large rock like being and floating around it were the food covered RWBY and JNPR. Although the Y and team RWBY was missing, she should be landing fairly soon. Goodwitch shakes her head and stalks up to the being. It stops its power and lets the other students drop to the floor. The small alien and human child were taken to the top of the beings head and Goodwitch looks into the beings eyes. Instead of the normal fear, the beings eyes show great wisdom and patience. She looks at the beings head and sees the familiar green symbol and asks.

"Mister Tennyson?"

The rock being grins a little larger and says. "Yep." His rocky grin shifts when Goodwitch raises her crop wand causing the destroyed tables to magically float back into place. A random chair bounces from Gravattacks orbit and lands in its original spot. The blonde sorceress pushes her glasses up a little before saying.

"Children, please don't play with your food."

She starts walking toward the now standing students when screaming is heard from above. They look up when a blonde streak bursts through the ceiling. Yangs blurry eyed face looks up at everybody and she grins crookedly before asking. "What I miss?"

Nora's answer was a 'burp' causing the others to burst out laughing. Gravattack lets out a chuckle and blinks when Ozpin stops Goodwitch from going to the students. His enhanced hearing picks up the conversation.

"Let it go.." The grey haired headmaster says with a small smile. The sorceress looks at him with a glare and asks. "Why?"

Ozpin walks next to the blonde haired professor and smiles softly at the laughing teens. Small injuries were seen but nothing to bad, but they were smiling and laughing. He takes a calming breath before speaking.

"Let them be children for a little longer. There won't be many chances in the future for this."

Goodwitchs frown deepens a little before sighing. She turns her attention to the large planetoid and her eyes narrow. Gravattacks grin doesn't falter when he gives her a 'your secrets safe with me' gesture. The professor 'humphs' before walking away and passing 2 boys near the entrance. One ws the blonde haired monkey faunus from his first night on Remnant and the other was... a blue haired plum? Klaus makes a few chuckles and jumps off of Ben's side and hops toward the two boys. They don't notice him but the blue haired plum does. The plum screeches and takes off running with a laughing Klauss hopping behind him. Gravattack blinks his eyes before shaking his head and walking to the laughing group. Jaune notices him first and nudges Ren. They all quiet down when Gravattack clears his throat and talks in his deep wisened voice.

"Can I uhhh... ask you guys for a favor?"

They all look at each other before smiling. Ruby grins and pats the large planetoids arm, only for it to get stuck. She grunts and yanks her hand free before saying. "Sure. What'cha need?"

Gravattack scratches the side of his large head causing rock particles to fly away and to the others Gravattack looked sheepish. Gravattack puts his hands in a bowing gesture and asks.

"Can you watch my little ones for at least a week, while I go investigate something that could be from my universe?"

It was said quite fast even for a Galilean and only Ruby could understand it. She blinks and relays the question. Jaune blinks before smiling and Pyrrha follows suit. Ren just nods and Nora jumps up and down absolutely ecstatic. Blake and Yang were smiling while Weiss was frowning a little. Ruby nods her head in acceptance before saying their answers.

"We'd love to, Ben or Gravattack.. Still kinda confused on how that goes..."

Gravattacks core brightens and he pulls them all into a hug causing them to groan or in Nora's case, giggle and cackle. The large planetoid was saying 'thank you' repeatedly and they couldn't make him stop. Gravattack lets them down before being attacked by his little ones. Bright green eyes and a pair or glistening brown eyes greeted him and Gravattack lets out a little croon in apology. He picks them up and nuzzles them with his large forehead, carefull of the Omnitrix symbol on his head. He nods in thanks to the others before turning around to walks away. He is stopped by Weiss's voice.

"What's this about something from 'your universe'?"

Gravattacks forms shakes a little and his green eyes narrow at Weiss's cold blue ones. Gravattack sighs and taps the Omnitrix symbol. A few seconds later, the transmission was playing through the cafeteria and it was greeted with silence. The transmission ends and the group stare in open shock. Before long, Jaune is giving Ben a thumbs up. Yang follows Jaunes lead and Ruby gives off a large grin. Gravattack lets out a breath that he was unknowingly holding, and smiles. The planetoid grins and starts walking toward the door. He pulls his legs into his body and morphs into his planetary form. He floats over to his children and grins when they giggle and laugh as his orbit grabs onto them.

He nods at the group and they wave back before he floats out of the door. The Beacon students wave at him and the foreign students stare in shock. The Beacon students chuckle and walk toward their classes and Gravattack stops near his last class. History with Oobleck. Thankfully, Galileans were a patient species, so this should be an easy class. Gravattack bends down and squeezes through the door. The wooden frame creeks and groans as his rocky exterior scratches the surface. He finally fist in and his children laugh at Gravattacks sheepish grin. He scratches his head and says.

"Sorry about the door..."

Oobleck just sighs and points to a desk. Gravattack grins and walks over to his designated seat nad sits in it. The chair bursts into splinters and Gravattack sighs before saying. "This is going to be a long class period..."

At the end of the day.

Ben stretches and yawns at the setting sun. His children were floating ahead of him, playing in the trees. Klaus jumps from the bushes and Ben smiles at the small magic bag. The bag had some blue cloth in his zipper mouth and Ben has an inkling at where that came from. Our green eyes hero attached Klaus to his side and walks toward his dorm. Eleanor notices him and runs over, her Necrofriggian siblings following. Ben pats their heads and takes out his scroll. He pushes open his door and smiles when his little ones run to his bed and wrap themselves up. Klaus jumps from his side and starts chittering to himself. Ben shakes his head and starts pouring himself a glass of orange jucie but stops when furious taping attracts his attention. He puts down the glass of orange juice and raises the Omnitrix. He motions for his little ones to hide and they hide, under the bed. Ben represses the urge to squeal and he slaps down the Omnitrix symbol. Heatblast stands in Bens place and the Pyronite walks to the door. He peeks through the peeper hole and sees no one.

He grabs the bronze door knob nearly melting it with his heat and pulls it open. He hears an 'eep' and a 'holy!' before he finds the voices. Velvet was on the ground her ears over her head and Jaune was holding his chest. Heatblast blinks and asks.

"Velvet? Jaune? What are you guys doing here?"

The blonde haired boy doesn't answer and Heatblast helps Velvet up. His eyes soften at her saddened ears and Heatblast pats her head, carefull of his flames. Jaune finally catches his breath and says. "Wanted to ask you a question and I met Velvet on the way to your room."

Hetablast raises a nonexistent eyebrow and says. "Ok?" He waves them in and the two students walk hurry in. Heatblast chuckles before closing the door. He sighs in releif at the carpets condition and thinks.

"Good thing, I made the carpet and many other things fire proof.."

"False alarm, little ones. It's just Jaune and Velvet." Heatbalst says causing 15 head to pop out from under the bed. Velvet squees to herself at the sight and Jaune lets out an 'aww' before focusing back on Heatblast. The Omnitrix beeps and whirls before timing out. Ben stares in surprise at the Omnitrix and shrugs. He returns to his orange juice and motions for the 2 to take a seat. Jaune grabs a kitchen chair and Velvet sits on the ground, letting the little ones to crawl over her. Ben takes a sip of the orange juice and humms in approval before giving Jaune the go ahead. Jaune blinks like an owl for a few seconds before saying.

"I completely forgot to ask this during your 'revelation' but how does it feel to transform?"

Ben gives his little ones a glare when they started to poke and prod at Velvets ears but Velvet waves him off. Ben sighs and answers.

"That is a good question. How does it feel to transform into different beings each and every day? How can I explain this without scarring you..."

Jaune lets out a little 'gulp' that makes Ben smile. Ben thinks on it for a minute before snapping his fingers. "You remember my transformation Clockwork right?" Jaune nods his head 'yes' and Ben smiles before continuing. "Imagine, your entire body being stuck in time for a few seconds before your organs and muscles disappear. They are replaced by cold metals and your skin is morphed into something not organic. It's a painful process at first but the pain goes away when the transformation ends."

Our green-eyed hero looks at Jaune and sees the horrified look on his face. Velvet is the same and Ben bursts out in cackles. His lungs burned from the lack of oxygen and Ben takes a gulp of air and he quickly explains.

"Thats for my more mechanical transformations. The others aren't so bad and some are actually enjoyable."

Jaunes releases a breath and glares at Ben, who just shrugs. They both look at Velvet and smile, when Eleanor purrs at the soft touches of Velvet. Bens children fly over and situate themselves on the table and Ben grins before rubbing their heads. Their screeches cause Jaune and Velvet to chuckle before standing up. Ben whistles lowly and Klaus jumps out from a dark corner and bites Jaunes foot. Jaune yelps and tries to kick Klaus off. It fails and Klaus just bites harder, causing Jaune to grab the bag and yank with all his might, which isn't much. Ben whistles again causing Klaus to let go and Ben chuckles at Jaunes glare. He waves to the two when they leave the room. He turns around and takes a large breath and steels himself for whats to come.

10 minutes later, after a large screech and claw attack by sad children.

Ben rubs his scratched face and glares a little at Eleanor as she hisses and dries at him. His hair was an ice block by the end of the conversation and his Necrofriggian children cling to him, bailing their green eyes at him. He sighs and stands up, despite the extra weight, and picks up the still hissing and crying Eleanor. He walks over to his bed and starts cooeing at them lowly. He slowly picks up the volume and his cooeing and purring turns into a humming lullaby. He slowly takes them off, one by one, and puts them into their little beds. They cry and reach toward them and Bens eyes soften before he lays Eleanor in his bed. He covers her up despite her hissing and watches as she claws at his hand. He slaps the Omnitrix dial and feels his body, shrink and be covered by a suit.

Echo Echo stands in Bens place and He taps the Omnitrixs dial causing it to grow brightly before the familiar green flash takes place. Echo Echos body jumps to 7 feet in height and the silicon containment suit is replaced by cold metal. The green flash disappears and standing in Echo Echos place was a blue and green being. It stood on two large legs, that had speakers around it. The torso was skinny near the waist but bulked out near the torso. The Omnitrix symbol was in the middle of the beings chest and it branched off into separate speakers. Its shoulders were large green speakers and its 4 fingered hands clinch a little. Small wires connect into the beings arms and stretch to the beings shoulders.

Its head was a oval shape two small speakers are on the side of its face. Its green eyes glow unnaturally and its mouth, forever sat into a frown, speaks without moving. His voice sounded like it was coming from a speaker.

"Ultimate Echo Echo..." (See Chp. 3 for description of powers.)

The evolved Sonorsarian walks over to the table and grabs a chair. He sits down, his metal body bending the chair slightly . Ultimate Echo Echo grabs his phone from the table and hooks it up to one of his speakers. He dials through the music playlists before settling on a soft song. His speakers vibrate and thump as the music comes through them. The soft chimes of a music box echo through the room causing the little ones to slowly sway to the music. ( Look up Pandora's Hearts- Lacies lullaby with piano added.)

Ultimate Echo Echo smiles when his children slowly yawn due to the soft music and he turns adjusts the sound for greater depth. His metal body hums from the music and he softly hums to the piano as it begins. He engages the 'Life form lock' and looks at Klaus. The small bag is looking at the evolved Sonorosarien with pleading button eyes. He sighs and picks up the small bag and lays him against his metal body and asks quietly.

"Happy?"

Klaus chitters up at him and snuggles into the surprisingly warm metal. Ultimate Echo Echo turns back to his children and focuses on the moon for a few seconds. His voice softly reverberates around the darkened room as he says.

"Omnitrix initiate 'Life Form' lock."

The Omnitrix softly bings and returns to a normal green color. Ultimate Echo Echo nods his head and closes his eyes. The soft chimes from his speaker lulls him to a light slumber.

To Team RWBYs room, a few hours later.

4 heads groan and turn as a their door awakens via knocking. It stops for a few seconds before beginning again. Ruby's silver eyes snap open and she sits up. Her yawn makes her body shake and she walks over to the door. She unlocks it and opens the wooden door with another sleepy yawn. When her eyes refocus, she is staring at a blue chest. She follows the chest to a green Omnitrix symbol and a frowning metal face. She rubs her eyes and asks. "Ben?" The blue being nods its head and its radio like voice startles the others awake.

"Sorry for the awakening but I'm leaving for the distress signal."

Ruby nods and jumps when a blurry blonde head lands on her shoulder. Yang yawns and pushes her bed hair out of the way. Blake's golden eyes were glazed over by sleep and Weiss's glare could've frozen water. Ultimate Echo Echo chuckles and hands Ruby a small card. She takes it and watches as the surface digitally turns into her name. She gasps as a picture of her comes into the screen and starts listing information. She looks up at the evolved Sonorsarian with a questioning glance and he explains.

"That card gives you nigh complete access to the things in my room. You can use it to get in and out and to use my laptop, if needed. I have a small list in my room, if any trouble arises."

Ruby looks at the small card in wonder and Ultimate Echo Echo pats her head. They all hear soft chittering and look down at the still sleeping Klaus. Their laughs make the magical bag stir but not awaken. The evolved Sonorsarian nods at Ruby and quietly hovers in place via his stereos. He waves at the tired group and looks at the time. It was only 1:00 a.m. and he still had to get his bike. He sighs to himself and quickens his pace. Once outside he takes a breath with his non-existant lungs and says.

"Disengage 'Life form' lock, Omnitrix"

The Omnitrix bings in recognition and whirs before the green flash engulfs the area. Ben sighs and takes a step forward. Only to stumble and grab his head as a quick burst of nausea passes. He stops for a second and thinks. "Thats new..." He doesn't ponder it for long and lowly whistles. A humming noise is heard as the Tenn-Speed drives up. Ben takes off his back pack and lays it in a sub-compartment and gets in the drivers seat. The biker materializes his suit and he pushes a button that says in bright bold letters 'Flight mode.'

The bike, without delay, splits into its flight mode and the soft hum of the propellers calms Bens nerves. He sighs and pushes forward on the throttle and with a burst of speed, he disappears over the Beacon cliffs into open ocean. Ben smiles as the smell of the ocean makes him nostalgic but he shakes those thoughts away. He had a long drive or flight ahead of him.

About 4 hours later. Time 5:00 a.m.

Klaus hisses and chitters up at Ben as he dodges another flock of seagulls. Ben sighs and nods as the magical bags rants increase.

"I should've woken you up, but I didn't want to..."

"So what if I made you eat an entire week of food and water while you were asleep?! You look just fine..."

"Okay, okay. I'm sorry...Happy?"

The conversation went like this for a few minutes with Klaus, angrily chittering and screeching at him. Ben sighs when the magical bag nods in acceptance and squaks. Ben looks forward and his eyes widen comically. He pushes the steering wheel down as a particular large flock of birds pass him. Ben looks behind him as the flock disappears behind some clouds and asks.

"Whats with the birds? Thats the 4th flock we've passed or dodged..."

He blinks when the tickling of energy, brushes his neck. He looks behind him into the smiling face of Professor Paradox. Ben grins and watches as Klaus jumps from his side into Paradoxs open hand. Ben pushes the 'autopilot button' and turns to the immortal time traveler. He asks a question. "What'cha been up to, Paradox?"

The immortal time traveler stops petting Klaus and says.

"Nothing, young Ben, Stopping time switches and ruptures nothing out of the ordinary. I came here to give you a warning."

Ben blinks at the intelligent words and shakes his head. "Warning?" Our green-eyed hero inquires. Paradox smiles cryptically and says.

"This part of the planet was given the name 'Strait of storms' and for good reason as well..." Paradox disappears into a spiraling blue portal and Ben raises an eyebrow at the warning. He looks down at Klaus and smirks at the confused look on the bags face. He turns around and chuckles to himself.

"The Strait of Storms. I wonder why it's...called...that..."

Let everybody know, that while Ben is smart in his own way, he is still idiotic at times. The large mass of dark storms clouds rolling toward Ben, roar like an angry herd of lions. Lightning flashes around the cloud and the thunder deafen Ben, nigh every second. Ben gulps and looks down at the shaking Klaus.

"The Strait of Storms..."

He gulps and grabs the steering wheel as the gales of wind cause the Tenn-Speed to veer out of control. Bens scream of surprise causes Klaus to attach to Ben's side and whimper a little. Ben grunts and hisses as the steering wheel is jerked out of his hand. He grabs it again and tries to gain control of the vehicle. He fails and the flying vehicle is pushed around like a rag doll. Bens head is swimming and he feels his head start to bleed a little from the constant impacts of his head versus metal. His eyes catch a small island north-east of him and he grabs the steering wheel and turns. The bike whine sand whirs but successfully makes it to the tropical island. Ben manuevers the bike to a small out cliffing and lands it in the clearing near it. He pushes a button causing 4 small drills to shoot out and drill into the ground.

He grabs the ropes and tugs them, satisfied with their strength. He grabs his bag and Klaus before making his way to the cave. Rain starts to fall as he enters the dark cave and he sighs in relief. He looks down at Klaus and says.

"Firewood please..."

Klaus obliges and opens his bag mouth. Ben reaches in and pulls out a decent sized pile of fry sticks and leaves. He smiles in 'thanks' and puts the fuel into a neat circle before pulling up the Omnitrix dial. With a quick slap, he turns into Heatblast and lights the fuel. Heatblast watches as the sticks catch and soon the leaves follow. He reaches into Klaus's mouth and pulls out more sticks. He throws them on and slaps the Omnitrix dial and reverts back to Ben. Ben sighs and leans against the rock wall and reaches into his already open back pack? Ben looks at the bag in confusion before shaking his head and turning back to the fire.

He doesn't notice a thin lithe hand reach out of the darkness and grab a sandwich from the bag. Our green eyed hero looks around the cave once more before standing up and making his way to the entrance. He stops and turns around only to see a flash of place skin sink into the darkness. He narrows his eyes and sits down near the fire. He carefully watches is bag as he pokes at the fire. His eyes widen a little when the hand reaches out and grabs another sandwich. One detail caught his attention.

"5 fingers. Most likely a human or faunus. But what's he or she doing out here?" Ben thinks before reaching into the bag and taking out 4 sandwich. He looks into the darkness and says.

"I know your there. I seen you after the 3rd sandwich." He gets no reply and he slides one of the sandwichs into the darkness. The crumpling of shrink-wrap makes him smile and he says.

"I'm not going to hurt you. It's not in my nature..." He is happy when a pair of human feet come into the light and he follows them up. Thin legs and decent thighs meet into a noticeably thin navel. A small pair of arms twitch and move around below a pair of breasts, covered in mud. "Human female." Are Bens thoughts ad he continues looking up. He nearly shouts in surprise at the second pair of arms moving around above her breasts. His mouth drops in shock as the torso moves and the females face comes into view. A thin pointed face with a small mouth and nose. Blue eyes frame the black hair and she tilts her head at him. He doesn't move when the girl takes the other three sandwichs and eats them. Ben had only one thought on his mind.

"This is so not good..."

Authors note: I have no excuse for this chapter. School is still annoying to a degree but I'm getting into a system. Sorry for any grammar or spelling mistakes in this chapter of last chapter. For those who are asking, I plan on or plan on trying to update Guardian of the ocean. I've begun playing Bioshock 2 again, and my inspiration is coming back. To answer another question, I am strongly considering having Ben make a Proto tool for himself and maybe even Jaune or the others. I don't know about the Proto truck or the Rustbucket 3 but they are possibilities. Thanks for the support ad sorry for the wait. Leave a review if liked and Thanks for reading.

Luckyplains13, signing out!