Hey everyone! Sorry for the wait, but the chapter is finally ready for your reading pleasure.

Enjoy the chapter. Here is the obligatory disclaimer.

Disclaimer: The following is a crossover between Man of Action Studio's "Ben 10" franchise and Rooster Teeth's "RWBY" series. All characters and settings belong to their respective owners. The plot is simply a retelling of the original "RWBY" storyline if the cast had help from another dimension.

Chapter 13: White Meets Jade

In the Beacon Academy guest dorms, were three supposed transfer students. The first was a pale woman with long, black hair and fiery eyes named Cinder Fall. The second was a pale man with silver hair and eyes who went by the name Mercury Black. The last was a tan woman with short, mint-green hair and red eyes known as Emerald Sustrai. All three were dressed in Haven Academy uniforms and were gathered in their dorm for some sort of meeting.

"I still can't believe we were able to pass ourselves off as Haven students so easily," Emerald said.

"What can I say," Cinder commented, "These schools aren't as well guarded as they claim to be. Of course, it helps to have connections."

"I'm just glad we could spend some time away from our other accomplices. I really don't think they like me, like at all," Mercury added, shivering slightly at the thought.

"What was your first hint?" Emerald asked sarcastically.

"They all said I sounded just like that Tennyson kid they keep talking about," Mercury explained, "The self-proclaimed 'Omniverse's greatest huntsman' threatened to collect my tongue, saying it might be worth just as much; the techno-organic blob wanted to turn my prosthetics into dust to see how Tennyson would sound struggling without legs; and the brat wanted to use me for blind-folded target practice!"

"Speaking of the Tennyson child," Cinder cut in, "I would suggest we all keep a close eye on him. If what our accomplices say is true, he may be a hindrance."

Even after a whole week of classes, Ben still couldn't get his mind off of his conversation with General Ironwood. Sure, he knew anyone with an agenda would ask the same thing of him, but it still messed with his head. Yeah, he used the Omnitrix to fight the bad guys, but that's just it. He only used the Omnitrix when someone has made an obvious threat. That's what made the it not qualify as a weapon, at least to him. Everyone else wanted to use it to hurt someone for personal gain or to put down a threat that may not even be there. Some people had even seen him as a threat just because he was the guy wearing it. Ben really needed to get his mind off the subject. What he wouldn't give for an excuse to go after some bad guys.

"Hey, Ben!" Sun yelled as he jumped in front of him, "Neptune and I heard that Team RWBY is gonna go on a secret vigilante investigation. You want in?"

'Thank you, easily tempted fate of the universe,' Ben thought to himself.

Now, Ben had done some crazy things in the past. And while this was certainly not the craziest thing he would ever done, it sure got him a bit worried. At the moment, he and Neptune were standing on the ledge right outside of Team RWBY's dorm window, several stories up, with their backs against the walls. While this normally isn't too bad for Ben, but he was in his human form and really didn't feel like jeopardizing his balance to transform into an alien. He especially didn't want to when the flash from the transformation could blind Neptune and cause him to fall.

"You guys do know my dorm is right next door, right?" Ben asked.

"No, we did not" Neptune admitted, looking a bit dejected.

From inside the dorm, Team RWBY could be heard conversing with Sun.

"Sorry, Sun," Ruby apologized, "We don't want to get friends involved if we don't have to."

"Psh! That's dumb!" Sun countered, "We should always get friends involved! That's why I brought Neptune and Ben!"

The four members then leaned their heads out the window to see Ben and Neptune on the ledge outside, both looking a little worried.

"'Sup?" Neptune asked nonchalantly.

"How did you even get up here?" Ruby asked in response.

"I'm not sure myself and I was there," Ben answered.

"I have my ways," Neptune added, "Seriously, though, can we come in? We're like, really high up right now."

"You do know Ben's dorm is right next door, right?" Weiss questioned the three.

"That's what I said!" Ben said.

"Ben's dorm is right next door?" Sun asked obliviously.

Once everyone was inside, Ruby reorganized the plan they had for the night.

"Alright, I'll go with Weiss; Sun and Ben, you can go with Blake; and Neptune, you can go with Yang since she doesn't have a partner," Ruby said as she pushed Neptune past Weiss as he winked, "Everyone good?"

"Actually, Ruby, why don't you go with Yang?" Weiss suggested, "After all, she is your sister."

"But, Weiss, who would go with you, then?" Ruby argued.

"Well... I guess Neptune could come with me."

"Hahaha, nah!" Ruby laughed as she waved off the notion.

"But! But!" Weiss begged as she was dragged out of the room by Ruby.

"So," Sun asked, trying to move past the awkward moment, "Ready to go?"

"I just need to grab something from my dorm," Ben said before running off.

A few seconds later, Ben stood at the doorway with his hoodie on. The hoodie was primarily white with green lines along the seams and a green zipper down the middle. On the left pectoral was a print of a green ten.

"Figure I'd wear this since all the girls are doing it," Ben commented, "Let's go illegitimate mom and dad."

"You're seriously not still on about that, are you?" Blake yelled.

"You know I am! I'm going to milk this while I can," Ben responded.

"Are you ever gonna stop?" Sun pleaded.

"Only when Yang stops telling bad puns," Ben answered before walking off, "Now come on, I'm driving."

"What was that about?" Neptune asked.

"I'll fill you in on the way there," Yang said as she dragged Neptune out of the room.

Later that night, the DX Mark 10 pulled up against an abandoned warehouse. Blake, Sun, and Ben all climbed out to examine the wall, which had three vertical scratch marks in it, a mark that Blake recognized all too well.

"This is it," Blake stated.

"You sure?" Sun asked, earning a hard glare from Blake as she undid her bow, "Y'know, I'm just gonna take your word for it."

"Now would be a really good time for Jade Fang, Ben," Blake commanded.

"Already on it," Ben said as he dialed in his Faunus form.

Once the form was locked in, Ben slammed down on the core, initiating the transformation. One the light faded, he stood as… a form other that Jade Fang. The form he took was that of a humanoid lizard with light purple skin three eyes. The left eye was blue, the right eye red, and the middle eye green. Most of his body was clothed in what looked like ninja attire, being mostly black with touches of green on the seams and on the multiple belts on his arms, legs, and waist. Around his head was a green headband with the Omnitrix right on the front. Ben had transformed into his Merlinisapien form, ChamAlien.

"ChamAlien!" Ben quietly screamed.

"So much for the 'hiding in plain sight' plan," Sun half-joked.

"At least this one can still do stealth," Ben said as he used ChamAlien's natural camouflage ability, disappearing from sight, "Don't worry about me, I'll be in the room."

Seeing as this version of the plan should work just as well, Blake and Sun approached the door to the warehouse with Ben close behind. Once inside, the two Faunus were handed masks that covered the upper half of their faces, much like the other White Fang masks.

"I don't get it," Sun said, "If you believe what you're doing is right, why hide who you are?"

"The masks are a symbol," Blake explained, "Humanity wanted to make monsters out of us, so we chose to don the faces of monsters."

"Grimm masks," Sun said with a grim look on his face, "That's kind of dark."

"So was the guy who started it," Blake responded as she put on her mask and walked ahead.

"Always sunshine and rainbows with you…" Sun whispered sarcastically to himself as he followed her lead.

"That's why you're the 'sun' in the relationship," Ben joked in Sun's ear.

"Shut up," Sun said annoyed, "and stay quiet so you don't get caught."

The three students continued on their way into the warehouse until they found a stage with an enormous audience of masked Faunus. A majority of the Faunus were veteran White Fang members, wearing the standard White Fang uniform. The new recruits were all gathered on the right side of the room wearing casual clothing. Blake and Sun joined the rest of the new recruits in the crowd while Ben used ChamAlien's natural lizard qualities to climb up the walls with ninja stealth. He positioned himself upside down on the ceiling above the stage in order to get a better look at the presentation.

"Thank you all for coming," a White Fang member with a full mask said from the stage, "For those of you who are joining us for the first time tonight, allow me to introduce a very special comrade of ours! I can assure you, he is the key to obtaining what we have fought for so long!"

The Faunus stepped aside to let someone else take the stage. To many people's surprise, the person was a human. In addition, that human was none other than Roman Torchwick.

"Thank you, thank you!" Roman greeted mockingly as a girl dressed in a mix of pink, white, and brown walked on stage behind him, "Please, hold your applause!"

"What's a human doing here?!"

"I'm glad you asked, 'Deerie'! Now, I'll be the first to admit, humans… are the worst. Case and point," Roman said with a salute to use himself as an example, "So, I understand why you would like to see us all locked away, or, better yet, killed!"

"So, is he going somewhere with this?" Sun asked Blake.

"But, before the claws come out, I'd like to mention the fact that you and I all have a common enemy: the ones in control, the people pulling the strings, the dirty, rotten humans that run our kingdoms!" Roman continued, "Government, military, even the schools: they're all to blame for your lot in life!"

As Roman continued to speak, the Faunus in the room agreed with him more and more. Blake and Sun exchanged a worried look as the situation continued to spiral out of control. Meanwhile, Ben was finding it hard to believe that this sleazebag could get so many Faunus to start agreeing with him.

"And they're all pests that need to be dealt with! Fortunately, I'm the best exterminator around... No offense to any rodents in the room," Roman said, adding the last part as an afterthought.

He then snapped his fingers, signaling the stage crew to drop the curtain behind him. The curtain revealed a large battle-mech, the Atlesian Paladin-290, with the White Fang emblem painted on its shoulder.

"Whoa, that's a big robot..." Sun commented.

"How did he get that?" Blake asked.

"As some of you may have heard, this right here," Roman said as he tapped the mech, "is Atlas' newest defense against all the scary things in the world. And thanks to my 'employer', we've managed to snag a few before they, uh, 'hit the shelves'. Now, many of your brothers have already moved down to our new operation in the southeast. If you'd rather stay within the city, that's fine... But if you're truly ready to fight for what you believe in, this is the arsenal I can provide you. Any questions?"

All of the Faunus save for Blake and Sun began to cheer loudly in response to the question.

"We should get out of here," Blake suggested.

"Will all new recruits, please come forward!" the full masked White Fang member requested.

The group of new recruits did as they were told, forcing Blake and Sun to move along with them to stay hidden.

"Welp," Sun lamented as they followed.

"This is bad," Ben whispered to himself, just as the Omnitrix timed out and returned him to human form while he was still on the ceiling.

"This is worse!" Ben yelled as he fell onto the stage.

Landing with a loud crash, he drew the attention of everyone present in the warehouse. Everyone stopped in their tracks to see what had happened. Of course, no one was happy to see an uninvited human present. Roman was especially not happy that Ben of all people had to be listening in.

"Well, well, well, if it isn't my good friend, Freakshow," Roman snarled.

"Nice to see you again, Hotshot," Ben said as he picked himself up.

"You do realize that that every Faunus in here is gonna want your head considering you're an unwelcome human, right?" Roman asked with little remorse.

"Then let's change that," Ben said as he slammed down on the Omnitrix, not bothering to look at the alien he selected.

When the Omnitrix's signature green glow faded, every Faunus could hardly believe what they just saw. A human had just transformed into a Faunus.

'Oh, now it gives me Jade Fang!' Ben yelled in his head.

Quickly composing himself, Ben turned his attention away from the stunned Roman to the multiple Faunus in the room. Now was the perfect chance for Ben to reach for peace among humans and Faunus.

"Faunus of the White Fang, my name is Ben Tennyson, but in this form you can call me Jade Fang," Ben announced, "As you just saw, I can take on the form of both a human and a Faunus, down to the DNA. I have walked in your shoes and I know how you live. I come here to tell you that you do not need to resort to violence to gain the equality you seek. In my possession is a device meant to bring different sentient species together in peace and harmony, and I intend to do so between the Faunus and the humans. Stand with me and we will bring equality to both races of Remnant."

For a moment, the warehouse was quiet. The only sounds heard were the murmurings of the many Faunus contemplating Ben's words. Many of the new White Fang recruits were especially audible, considering they were not as heavily influenced by the corrupted equal rights group as the veteran members. Roman was getting increasingly worried by this turn of events. If Ben managed to turn the White Fang, they would lose their massive army. However, his worries were redirected when he made a sudden realization.

"Wait a second," Roman yelled, "The last time I saw you interfering with White Fang operations, you were with two other Faunus. Where are they?"

"I think he's on to us," Sun whispered to Blake, "He'll see us soon."

As Sun spoke, Roman's gaze rolled onto them. His expression changed from anger to one of smug realization.

"Scratch that, he sees us," Sun whispered as he waved weakly.

Blake looked around the warehouse before noticing a fuse box on the far wall.

"He can't see in the dark," Blake said as she pulled out her weapon and fired at the fuse box, cutting off the power and shutting off the lights.

"Don't let them get away!" Roman yelled.

"Sun, Ben, the window!" Blake ordered.

"Stop them!" Roman commanded.

The three students crashed through the window, making a run for it as soon as they hit the ground. Blake and Sun ran forward while Ben quickly ran behind the warehouse where he parked his car. A split second after Ben was safely hidden, the Paladin burst through the front of the warehouse with Roman in the pilot seat. As Roman chased after the two Faunus, Ben transformed back to his human form and drove after them at top speed.

"Computer, open a line between all members of Team RWBY," Ben ordered.

The DX Mark 10's onboard computer quickly called the Scrolls of every member of Team RWBY. When the connection was made, Ben could hear that Blake had already started a conversation.

"Everyone! If you can hear me, we need back-" Blake said before being cut off by Sun.

"HEEEELLLLP!" Sun yelled, "Big robot! And it's big! Really big!"

"Oh, I am not missing this!" Ruby cheered.

"Eh, you've seen one, you've seen them all," Ben said over the line as he continued the chase.

"That Torchwick guy is in it! But not, like, it didn't eat him; he's, like, controlling it or something!" Sun explained.

"Yes, Sun, that's called 'piloting'," Ben joked.

"Where are you guys?" Yang asked while sitting on her motorcycle, Bumblebee.

"HURRYYYY!" Sun yelled in a panic as he, Blake, Roman, and Ben continued their chase right behind Yang and Neptune.

"I think that was them," Neptune piped up from the back seat.

"Yeah, I got it," Yang said as she suddenly took off, catching Neptune off guard with the sudden acceleration of the bike.

Meanwhile, Blake and Sun took the chase to the freeway. The jumped from car to car in an attempt to stay ahead of Roman. However, the Paladin that Roman was piloting was a surprisingly fast runner. Disregarding the drivers on the road, Roman kicked aside any cars in his path as he ran after the two Faunus. Just behind Roman was Ben, who was trying his best to not crash into one of the out of control cars. It took every ounce of his evasive driving skills, but he managed to get though alright. Miraculously, all of the cars that were thrown aside were still upright. In fact, not of them ever got off the ground.

Pulling up beside Ben were Yang and Neptune, the latter of whom had his goggles over his head.

"Fancy meeting you guys here," Ben quipped.

"We got to slow it down!" Yang observed.

"Got it," Neptune said as he rose up from his seat and reached for his weapon on his back.

However, the sensors on the Paladin warned Roman of the incoming students. Acting quickly, he charged forward and threw several cars into the air.

"Hold on!" Yang warned Neptune upon seeing the incoming vehicles.

"Uh oh," Neptune said in a bit of panic as Yang revved up her engine and dodged all the cars smoothly, all while Neptune was thrashing his arms like an idiot as he tried to keep his balance.

Once the group was past the cars, Ben looked back as asked, "We're not gonna be held responsible for that, right?"

Ignoring Ben's question, Neptune stood on the bike and pulled out his weapon which transformed into a rifle. Taking aim, he fired a few electric rounds at the Paladin, dealing a little bit of damage. He then twirled his weapon for a bit, transforming it into a spear. Neptune then jumped into the air and transformed his weapon into a trident as he threw himself onto the mech and stabbed it. He used the trident as an anchor to stay on as Roman tried to shake him off.

"Neptune, hang on!" Sun yelled as he stopped to help his partner.

Sun clapped his hands together and activated his Semblance. His hair glowed gold and two clones made of light appeared in front of him. The two clones jumped a few cars before attacking the Paladin, disappearing on impact. Sun then jumped at the Paladin himself with his staff drawn out. Unfortunately, before he could make contact, Neptune was thrown off and into Sun, sending off the bridge.

"Blake, I'm in position!" Weiss said over the Scroll line.

Up ahead, Weiss jumped down from a higher bridge and landed on the freeway that the chase was occurring at. She took a fighting stance as she waited for the time to strike. Seconds before the Paladin would run her over; Weiss struck the ground and formed a layer of ice on top. The Paladin slipped on the ice and crashed into the wall at the edge of the freeway, falling to the base level where Ruby was waiting.

Yang and Ben quickly arrived soon after and parked their vehicles at the edge of the road. The two drivers quickly joined the remaining members of Team RWBY at said edge to join the fight. However, the Team RWBY members stopped when they noticed Ben taking his time scrolling through the Omnitrix.

"What are you doing?" Weiss asked in a annoyed tone.

"Uh, hello!" Ben yelled, "I can't make this jump, so I'm looking for a form that can!"

Not having any of it, Yang shoved Ben off the edge of the bridge faster than Ben could say, "Not cool!" Weiss and Blake gave Yang a strange look before shrugging it off and jumping off the bridge to join the fight.

"Please give me something that can fly, or at least plummet!" Ben panicked as he slammed on the Omnitrix core.

At the base of the bridge, the Paladin made its way over to Ruby, whom was soon joined by the rest of Team RWBY.

"Where's Ben?" Ruby asked.

As if to answer her question, a blob of black and green goo landed in front of the girls. The goo then took shape as a humanoid with a green underbelly and black or green circuits all across its body, the color being the opposite of that of the body part the circuit was located. On the head of the being was the Omnitrix, where the single, circuit eye of the techno-organic organism usually is. Ben had transformed into his Galvanic Mechamorph form, Upgrade.

"You're lucky Upgrade is malleable," Ben said in a computerized version of his human voice.

"Freezer Burn!" Ruby yelled, ignoring Ben's complaint.

Ben, Ruby, and Blake all jumped back while Yang jumped high in the air. At the same time, Weiss created a layer of ice on the ground before jumping back as well. With the sheet of ice now below her, Yang brought her fist down on the ice, breaking it and creating a fog cover. At the same time, the impact sent vibrations that ever so slightly jiggled Bumblebee on the edge of the bridge. No one to give up so easily, Roman activated the laser guided targeting system to allow him to detect the students, even while blinded.

He searched around for a bit, firing a few shots at believed targets. However, he was caught off guard when Ruby burst through the mist, screaming. That moment gave Ruby the perfect chance to attack, allowing her to strike the mech across the front before retreating.

"Checkmate!" Ruby ordered as Weiss and Blake charged forward.

The two girls slashed away at the mechs legs before Weiss used her glyphs to help the two of the pull back when Roman tried to counterattack with some missiles. Even though they put some distance between them and the mech, Roman managed to get a hit on Weiss, knocking her away from Blake. However, Weiss managed to affect Blake with a time dilation glyph. Roman sent another volley of missiles Blake's way, however, Weiss's enhancement allowed Blake to slash all of the missiles out of the air before they were even close to her.

"Ladybug!" Ruby yelled as she ran at Roman.

Ruby sped under the mech's legs before propelling herself back at Roman to slash at his legs. At the same time, Blake rushed in and slashed at the other leg. The two girls went back and forth, slashing away at the mech's legs before jumping above Roman and slashing off the mech's left arm. The two girls pulled back, allowing Yang to jump on the back of the mech and start repeatedly punching the machine.

Roman wasn't going to have any of it, so he jumped back, slamming Yang and himself through two of the bridge support columns before pinning her against a third one. Once Yang was pinned, Roman turned the mech around and punched her through the column. The impact of consecutive destruction of three support columns was enough to tip Bumblebee over on its side, hanging barely off of the bridge.

"Yang!" Blake cried in worry.

"Don't worry," Ruby said as Yang got up, "With each hit she gets stronger, and she uses that energy to fight back. That's what makes her special."

"Shouldn't you be helping too, Ben?" Blake asked.

"Sorry, but Upgrade can't do much without some sort of technology," Ben explained, "and I really don't want to have to use that Paladin."

Thinking he was about to get rid of one nuisance, Roman threw the mech's fist at Yang, but was surprised when she caught the metal arm with her own fist. Looking at Roman with burning red eyes of rage, Yang punched the mech's remaining arm clean off in a million pieces. The impact was just enough to tip Bumblebee off the bridge and land right next to Ben. As soon as he saw the vehicle, Ben would have grinned from ear to ear if he had said facial features.

"Yang, I need to borrow your bike," Ben hollered as he jumped on.

Ben began to reshape his body. He became a liquid, covering every square inch of the bike. As soon as the bike was completely covered, it started to change shape. It became leaner, sleeker, and sharper than ever before and even had the addition of two small guns mounted on the top. The bike was now black with green circuits across it, and had the Omnitrix where the headlight was.

"So that's why you call this form Upgrade!" Ruby yelled in realization.

Meanwhile, having enough of these kids, Roman kicked Yang away, sending her flying right between Ruby and Blake and above Ben.

"Bumblebee!" Ruby ordered.

"Which one?" Ben asked.

"Both of them!" Ruby responded with glee.

"Now you're talking," Ben said as he drove straight at Roman, firing his front mounted guns at the mech.

At the same time, Blake threw her weapon at Yang, who quickly grabbed it as she passed by Weiss, who was getting up. As soon as there was tension on the ribbon, Yang began to run in a circle, using her Ember Celica blasts to propel herself as Blake swung her over to Roman to attack, unfortunately, Roman was able to step back and dodge the attack, even though he was taking fire from Ben.

"We have to slow it down!" Ruby observed.

"And how do you propose we do that?" Weiss questioned.

"Don't worry, I've got this," Ben yelled.

As he continued to drive towards Roman, Ben began to shift and rearrange several parts of Bumblebee. When the job was done, Ben had turned the motorcycle into a humanoid robot. The robot had a slender build and the wheels were located in the heels so the robot could roller-skate. The body was also covered in fins, specifically on the elbows, the shoulders, and on both sides of the head. The final touch was the Omnitix located on face of the robot.

When Ben reached Roman, he fired a grappling hook from his left arm and attached it to the larger robot's legs. He then began rollerblading around Roman, tying up his legs in the grappling hooks wire. At the same time, Ben transformed his right arm into a blaster and fired energy rounds at the mech as he circled it. Seeing what Ben was doing, an idea popped in Ruby's head.

"Ice Flower!" she yelled.

Ruby and Weiss stood side by side. Ruby had Crescent Rose aimed at Roman while Weiss created three glyphs that lined up with the barrel of the sniper rifle. Ruby fired a round, which turned into an ice round the moment it passed through Weiss's glyphs. Upon impacting the mech, the round created large chunks of ice where it hit. Ruby fired several more rounds until the mech was frozen solid. Seeing that the mech was now immobile, Ben stopped in his tracks disconnected the grappling hook from his arm. He then changed his left arm into another blaster, and started to charge both weapons. At the same time, Blake catapulted Yang at the mech one last time, allowing both Ben and Yang to attack the mech at the exact same time. The resulting attack caused the Paladin to fall apart, dropping Roman out of the now nonexistent cockpit.

"Just got this thing cleaned," Roman complained.

Seeing that Roman was now exposed, Ben took the opportunity to fire an energy round. However, before it could make contact, the attack was blocked by the umbrella of the Neapolitan ice cream colored girl from the warehouse, who literally dropped in from nowhere.

"Ladies, Ice queen," Roman said.

"Hey!" Weiss yelled, offended.

"Always a pleasure," Roman continued before adding, "Oh, and Freakshow, what's that species called?"

"A Galvanic Mechamorph," Ben answered, confused.

"Thank you, now I have material to insult my coworkers with," Roman said with a hint of actual gratitude.

"Wait, what do you…" Ben tried to ask, but was ignored.

"Neo, if you would," Roman requested.

The girl now identified as Neo took a bow, as if to say goodbye. However the two criminals just stood there. Losing her patience, Yang charged at them with a scream. She threw one of the meanest punches she had ever thrown, only for the image of her two targets to shatter like glass. Looking around, the group saw the criminals get away in a Bullhead, taunting them from the open door.

"They sure do love their Bullheads, don't they," Ben joked.

"So I guess he got a new henchman," Yang commented.

"Yeah, I guess she really made our plans… fall apart?" Weiss joked, causing both Ben and Ruby to laugh a bit.

"No. Just, no," Yang sighed, shooting Weiss down.

"What? But you do it!" Weiss argued.

"There's a time and a place for jokes," Yang countered.

"Was this not it?" Weiss asked.

"No, it just wasn't very good," Yang said as she walked away.

"Well, at least I'm trying," Weiss stated.

"Still better than Yang's puns," Ben said in defense of Weiss.

"No one asked you, Ben," Yang responded, "And get off my bike."

Not feeling like arguing, Ben quickly transformed the robot back into a bike before peeling himself off. However, as soon as Ben returned to his human form, Bumblebee fell apart into multiple bike parts.

"Speaking of things falling apart," Ben said in an attempt to lighten the mood.

Unfortunately for him, Yang was cracking her knuckles in anger and anticipation. She was definitely going to kill him for that.

"Now, let's stay calm," Ben said as he picked up one of the tires, "We'll collect all the parts, I'll fix your bike as Jury Rigg, and it will be back to normal by tomorrow morning. Okay?"

Conceding, Yang, as well as the other members of Team RWBY, began to pick up the pieces of Bumblebee. However, a thought came to Ruby's mind.

"Wait, where are Sun and Neptune?" Ruby asked.

Not too far away, Sun and Neptune were eating noodles at one 'A Simple Wok Noodle House'.

"They're probably fine, right?" Neptune asked.

"Probably," Sun responded.

The next day, Team RWBY made their way to the school's garage, where Ben was working on Bumblebee. They were all expecting Ben to be standing in the garage with a completely repaired Bumblebee. What they found instead was surprising to say the least. In the middle of the room was Ben in a form that appeared to be a humanoid rhinoceros beetle which he called Eatle. Next to him was Bumblebee, still in pieces, and appeared to be missing a tire.

"What the heck?" Yang yelled, "I thought you said you were going to fix my bike!"

"I've been trying for the last couple of hours! I kept turning into aliens I didn't even know I had. Then I got Eatle, and well…" Ben said before coughing up the half-eaten missing tire and transformed back into his human form.

"You are so gonna regret eating that tire!" Yang screamed as she cracked her fists.

"Trust me, I already do," Ben said as he covered his mouth and held his stomach.

I hope the wait was worth it. Before I go, I have some things I would like to discuss.

First, I would like to thank everyone who reviewed my previous chapters. It really helps to motivate me and I especially appreciate the considerable support I received for my reasons and arguments of leaving out the Ultimatrix. Unfortunately, there are some people out there that fail to see my point and as someone who can't leave an argument that I am passionate about untouched, I need to address these things, especially since some of these people are outright demanding me to include the Ultimatrix.

Now, I've already explained my reasons for favoring the Omnitrix in relation to the underlying message the series conveys in the previous chapter, so I wouldn't go into that again. My other reasons for leaving out the Ultimatrix is that it just makes for better writing, at least in my opinion. Now, I love the Ultimates as much as the next guy, but they can feel like a Deux Ex Machina at times. My favorite instance of this was with Ultimate Cannonbolt's debut, where he was on screen for less than a minute before the episode ended, and his inclusion didn't even make that much sense since his armor was enhance, but all he really did was keep Kevin and Pandore in a closed space so Kevin could get Pandore back into his suit. When I write my fight scenes, I want Ben to win because of his wits and creative use of his powers, like how he wins in most cases outside of Ultimate Alien. If he had the Ultimatrix, all he had to do was go Ultimate and overpower his opponent, which to me doesn't seem very fulfilling for Ben as a character. Gwen to Ben something once, "You're still a hero, even if you can't go hero," and I think that applies here too. Ben can still be the ultimate hero, even if he can't go ultimate.

In addition, people kept arguing that the Ultimatrix is overall a better functioning device; was needed to beat certain threats; and was the actual endgame device for Ben in his most updated future self. As someone who considers himself a bonefied Ben 10 fan who has dedicated hours digging into the lore and memorizing scripts and lines, that is something I cannot leave alone. First, people claimed that the Ultimatrix does not time out and it does not mistransform. The Ultimatrix does time out, it just doesn't seem like it since the iconic beep was missing from the McDuffie iterations. When ever Ben transforms back to human without touching the dial, that is him timing out since the hands-free default form transformation feature wasn't added until Azmuth built the new Omnitrix. Plus, the timeouts have always been a bit inconstant, so a longer time limit is not very good evidence either. As for mistransforming, there are many cases of the Ultimatrix mistransformed. This one from the episode when they were after the last piece of the Map of Infinity is my favorite. "Lasers call for Chromastone. #transforms# Humungasaur! #beat# If you're not gonna give me the right guy, why do you even have a dial?" And this instance can't be chalked up to the Ultimatrix making a judgement call, because everyone and there mom knows that Chromastone was much better suited for the job. The next misconception I want to rectify is that the Ultimatrix was not absolutely necessary for Ben to beat certain threats. Many of the threats he faced were ones he had faced before without the Ultimatrix and won against, such as Vilgax, Zombozo, and Vulcanus; and again, he beat them with his wits instead of pure strength. Finally, if you've paid any attention at all to the series and have even the most basic understanding of the Many Worlds Theory, you would know that were three different versions of Ben 10000 seen, the original series version, the Ultimate Alien version, and the Omniverse version which is the current and true endgame version. The original series version is where Ben never took off the original Omnitrix. The Ultimate Alien version is where Ben never got the new Omnitrix and kept the Ultimatrix. The Omniverse version is what happens to Ben after the end of the series where he passes the new Omnitrix to his son Kenny and builds the Biomatrix, which is capable of fusing alien forms. There is also the misconception that OS and OV Ben 10000 are the same due to Kenny being there, but they are clearly not since the new Omnitrix is present and Kevin was clearly a good guy for a while in the OV version of the future (seriously, someone needs to fix those Wikia pages). On a side note, the Biomatrix actually is even better at conveying Azmuth's views on universal peace and coexistence by literally bringing different species together and making them stronger without (Somebody put some of this stuff on the tv tropes fridge pages for Ben 10). And remember, if you're going to be making claims about the Ben 10 mythos, make sure you get your facts right and provide evidence, because I can and will nerd out on you!

Sorry, I just really needed to get that off of my chest. I did not mean to make that this long. In the future, if you going to leave some sort of complaint in the reviews, please use an account so I can address the issue with you personally and not drag everyone else into these arguments. Even if you don't have a complaint, I would reviews on accounts since it lets me communicate with you guys on a one-to-on level and I would love to get to know you guys who are reading my work.

I also have some unfortunate news. Due to stuff happening IRL, I'm not getting as much time to write as I would like. This may result in update becoming even slower.

In the meantime, check out some of the other stories I've done. And if you like crossovers involving Ben, I recommend the story, "Avengers: Assemble" by TvFan2244. It's a great story with loads of cartoon heroes from the 2000s and 2010s.

Leave a review if you liked what you read. It helps keep me motivated.