Okay, first and foremost…

Apologies for this late AS FUCK update. I have been busy with a literal metric fuckton of schoolwork since I've started to come back into college. Hopefully you'll give me a little bit of shit for being late, I don't mind.

Soo… Anyhow. Let's discuss what's been in the reviews then. Glorious reactions!

Winter

Winter's one of my favorite characters…because you know why? She's one of the few people that actually only uses SWORDS! Not to say that I don't like Jaune, but the classy high-class warrior that has a soft spot for her little sister is just… Awwww. She survives of course. Though her current behavior may resemble that of a sis-con (though that might be a stretch), think of her future character as something like… I don't know, Carolina from RvB for example. I included robotic versions of the Reds and Blues already anyways lol.

The Train Tracks

Just because you destroy the train tracks doesn't mean the train itself will go off course. Also derailing the train would likely be unlikely, since the train itself is mostly only mechanical up on the frontward part where Roman and the Lieutenant was. Also, in Ben 10 Season 4, Upgrade was seen possessing a train and riding it off tracks, so… A train should be able to do so in that kind of scenario, especially if the material for the White Fang's transport was superior than Earth's.

Time Travel

You know… I've been thinking... Yes, thinking (doesn't mean I'll actually implement it) of future versions of the Bens in my stories. Huntsman Ben would most likely be kind of like Ben 10000 from the original series, like a mixture of his first and second appearance mindsets. Chill when not on a mission, but dead-locked when proceeding with an operation, yet caring for his teammates. Null Fairy Ben would kind of be like Ultimate Ben, only just not as cocky. Hero Academia Ben would be more or less like the original series as well (the one from the Ken 10 episode).

Crossovers With My Other Stories

Now this is something that I've really been wanting to make. Sort of taking inspiration from the Omniverse episodes And Then There Were None/And Then There Was Ben. Or something else entirely, collaborations with the Bens aside. Perhaps them visiting an entirely different universe with them having to fight off some kind of evil threat. What do you guys think? Should I bring in some of the characters from their respective universes? It would be funny to see Yang interact with Todoroki. The puns she can make…!

Visiting Patch Island

I was thinking of having the gang visit the girls' home, but I wanted to create some kind of plot point for the location. Like…maybe it was the old base of an ancient scientist or something. But yes, I want to introduce Tai and make him seem a little overprotective of Ruby and be a little skeptical of Ben. It'll be a lovely thing to write.

Anyhow, that's all I wanted to discuss, even if I wanted to type a whole lot more to catch up on. I'll let you go off and read this first part of the Grimm Eclipse side story! I can't apologize enough, so let's get right to the chapter. I own nothing related to the subject of Ben 10 nor RWBY! A big thanks for over 400 Reviews, nearly 400 Follows and Favorites, and over 73,000 views!

Chapter 14: Shoes Inside the Earth

…

"…I'm so boooooooooooooooooored…!" Yang groaned loudly as she laid on her bed. "Is there nothing to do?"

"Ruh (Pat my belly then, milady!)!" Zwei barked as he jumped up to her.

"Well, the tournament starts in one week, so what most people are doing is preparing for it; training, building up on supplies, the like." Weiss went on as she sat on her chair while going over information regarding the latter. "I suppose we would be training, but we pretty much already have that covered up."

"Well, if you mean traveling to an abandoned Kingdom development area, finding out it was a hideout for a criminal organization, stopping them, and then fighting off hordes of Grimm after riding on a train that crashed into the city, then yeah, sure." Blake summarized their little adventure.

"That was sort of a rush though." Ben added on as he and Ruby were tinkering with something on one of Team RWBY-B's desks.

"Well, it was different…but, kinda fun if you think about it." Ruby said otherwise.

It was now the day after the team came to fight for their lives against the waves of Grimm that traveled through Mountain Glenn. Ben was promptly taken into an…interrogation of sorts after Winter returned from her ferocious fight with the Leviathan Grimm; her hair being partly curled off, her clothes having a bit of soot on them as well…but her saber managed to get bent a little due to the subterranean Grimm chewing on it.

Team JNPR and the few others who knew of the Omnitrix were extremely flabbergasted by Way Big's performance. While Coco and Nora were just simply amazed and even approved of the giant transformation, Jaune admitted that he almost passed out from shock, and that Ren and Pyrrha had to calm him down. Velvet was surprised as well, but by then, she wasn't as shocked as one would be.

General Ironwood was more or less…frustrated to say the least about him discarding the suit of armor he lent him, he was impressed by his combat skills with his time accompanying Winter. And since he did manage to complete his task; meaning pinning down the source of the Grimm's uprising activity and shutting it down, there wasn't much he could do afterwards except take in the data that the older Schnee managed to pass onto him. Ozpin merely observed the whole conversation as Ben submitted his own report to the Headmaster, comparing the data from his files to that of Team RWBY's.

"Well, all we can do is just hang around until then." Weiss concluded as she stood up. "Speaking of which… Ben, Ruby. How's that secondary project coming along?"

Walking over to the duo, Weiss looked down to see a few schematic pages for what seemed to be the armored suit that Weiss sent to Ben. On top of the papers was a small battery-like object. Ruby was busying testing out a few tools on her while Ben was brainstorming some ideas on another sheet, with a few concept ideas coming up on his mind.

"Well, I have a few concepts for the way that the suit could maintain a steady energy level. I examined the blueprints you sent me, as well as observed some Atlesian Knights along the way. They're powered by highly concentrated Dust crystals pressurized into a battery like form. The extra power, along with the actually easy way to create them amazes me." He blurted out as he picked up said battery. "It's a good thing that they're also durable as well."

"For the suit that you gave to Ben, we found out that the battery used for the Atlesian Knights could work, but the suit would quickly run out of power and be forced to recharge after roughly an hour of usage at the least. We were figuring out ways to potentially increase the amount of energy it could store, as well as possibly look for a way to recharge itself." Ruby added.

"Hmm..." Weiss hummed as she picked up the battery from Ben's hand. "Engage in the power usage issue, yet find a way to allow it to recharge on its own…"

"What do you think? Got any ideas?" Ben then asked her. Weiss took a moment to think about his question, before turning to them with a potential solution in mind.

"Say, what would happen if we combined this initial battery with that of—*RING!*—Oh craven cur…" She growled as Ruby's Scroll began to ring.

"Oh, my bad." Ruby apologized as she picked up the device from her pocket. The caller surprised her a little as Ben looked over. "Professor Port?"

"Huh?" Yang sat up from her lazy laying. "Old man Port? What does he want?"

"Lemme find out." Ruby answered as she accepted the call and placed the device to her ear. "Hello? Professor Port?"

The rest of Team RWBY watched as Ruby began to converse with their mustachio professor they all knew and liked. Ruby seemed to had been making some joking conversation for the first few minutes of the call as gestured by her giggles and slight snorting, but after that, the tone of their talk seemed to have taken a different approach. Ruby's face turned into a slight frown later on, but quickly turned into an excited smile as she ended the call. Putting away her Scroll, she quickly stood up, nearly knocking Ben off his seat as she quickly grabbed Crescent Rose.

"We've got a mission!" Ruby announced with a grin. Yang's eyes turned red with excitement as she leaped off her bed, landing next to her and grabbing her shoulders.

"Really?! What kind?!" She urged her as she shook her. Blake gave the blonde a worried look as Ben sighed a little.

"If it's Professor Port, then I suppose it's for something either exciting or important." Weiss assumed. Ruby nodded in response as everyone gathered their weapons.

"So, where to?" Blake blinked.

"Well, we're going to meet Professor Port at his classroom first." Ruby answered as she went for the door. "Let's go!"

"Are we going to leave Zwei here, or is he coming with us again?" Ben turned to the corgi, giving him a small smirk as he barked. "Oh, he wants to come he said. He thinks it'll be good exercise."

"…Curses." Blake grumbled as dashed out of the room first. Ben and Yang chuckled a little as the rest of team began to follow her "Come on…why can't you all be cat people or something…"

…

"So what exactly is this mission about?" inquired Ben. The team was now in Professor Port's classroom after a few minutes, and in which to a surprise, Team JNPR was also along with them as well. It seemed as though the Professor had acquired both teams to come in.

Port chuckled a little, before taking his axe-blunderbuss off from its stand. He activated his Scroll and explained to him as it began to spring up a map of the Emerald Forest. "As you all know, the Kingdoms all have to have some sort of security measure established between their perimeters yes? Well, in order to maintain a healthy connect throughout Vale, we have several Security Control Centers located in various locations, some of which being here in the Emerald Forest."

"T-The Emerald Forest…" Jaune gulped nervously. Everyone had their memories of the fated moments they had during the Initiation Exam. Fighting through the sea of trees, establishing their teams and combating the large Nevermore and Deathstalker…good times.

"I'm not foolish enough to believe that they would malfunction all on their own. I can't bring many of my co-workers due to the preparations that they have for the Vytal Festival, but then Ozpin recommended you two teams. I could really use your assistance on this maintenance course." He finished.

Ben read the screen and the way it was worded, it sounded as if the Forest was in a state of abnormal activity, similar to that of Mountain Glenn. Ruby and Jaune seemed to have a similar answer as instincts quickly kicked in, and they didn't hesitate to give Port his answer.

"Alright, I'm in." Jaune said; eager to help. "The Emerald Forest is actually a beautiful place. We just never had the opportunity to properly explore, besides the times when we went for trips during class."

"Indeed. And I think it would serve as additional training for ourselves, as the Grimm do reside there." Ren went on with a small nod.

"This sounds better than anything I could think of to spend the day!" Yang grinned as she pumped Ember Celica up.

"Of course. You're the Yang, you just like to fight." Weiss rolled her eyes, though Yang didn't seem to be disagreeing as she merely got into a boxing pose, air punching a few times.

"It's a field trip, Ice Queen! Lighten up!" Nora bounced about as she slapped her back. Weiss gasped for air, with the hammer girl laughing away as Ren apologized for her crude nature.

"Well, it'll be good to move about. Have to keep a daily exercise routine." Blake said as she closed a book she was reading. "When do we leave?"

"Right now, actually!" Port smiled as he clocked his weapon. "I was hoping that a few of you would come to join in on my excursion, but this is even better with everyone included. Come, we have an airship ready outside!"

Walking out with a proud motion, Port gestured for the teams to join him. It was quite the surprise to be honest. They all heard of Port's stories of him being a gallant fighter in his youth, but to still be a professional Huntsman at his age? Something must've set him apart to have Ozpin of all people have do a dangerous task like this.

Nevertheless though, the ten joined up with their hearty professor as they exited the building.

…

"Ah, Three Six Eighter, how are you doing today?" Port called out to a pilot in the fair distance. The students were gossiping amongst themselves, mostly discussing either about the festival, or in the case of Weiss, Ben and Ruby, the energy issue for the suit.

"Hey, old timer." The 368er waved back, revealing their voice to be female, as they couldn't tell from the outfit she wore; a full bodied pilot suit with a dark blue helmet that covered the entire head. "Going for a flight at this time of the year? I didn't think they would allow us."

"Ah, well, the folks at Beacon are busy, and even if we did have that little thing that happened at first, all is well. Are we ready for departure?"

"Just about. Running final checks now." She replied as she focused onto her Scroll for a few seconds.

"Alright students, you heard the lady! All aboard now! Knock knock and knock onto aboard!" Port hurrahed as they began to get on. 368er face palmed and groaned a little as she closed her Scroll.

"Stop with the knock knock jokes, old man…" She insisted as she pushed him into the rear of the Bullhead. "It's been years. They were out of place 10 years ago—Wait, that's an understatement. Twenty years."

"But they never forget it though!" The old man chuckled as he patted his shoulder.

With everyone inside the ship after a few more seconds, the pilot reached out to her seat, closing the hatchet for the back as the engines started to get hot up. As both teams strapped themselves in (two of them begrudgingly in so), Ben and Jaune already started to feel a bit tipsy as Port sat in the secondary control command located behind the main pilot seat. 369er began to configure a few of her instruments as the aircraft began to slowly hover off the ground.

"This is Three Six Eighter. We are wheels up and engines hot. Leave a light on for us, Beacon Command." She alerted herself as she gripped her controls. After a few beeps in her helmet, she smiled behind her helmet as she glanced back to the teams. "Get ready, kids!"

"W-Why is she saying it like that for?" Jaune asked with a nervous tone. Port chuckled nervously, which was a first for the students as he turned back to them.

"She…likes to go fast. Better buckle up your mustaches!" He joked as he strapped himself in. Both the blond and Ben frowned as Three Six Eighter pulled the engine into full gear, blasting off right as they were about to argue about that joke.

"We don't have mustach—EEEEEEEEEEEEEESSSSSSSSSSSSSSSSS!"

…

"Ugh… That idiot Roman launched the plan days ahead before planning…!" Cinder growled angrily.

As her right eye glowed slightly, she smashed a nearby crate inside the room that her company was staying in as "students" from Haven Academy. Emerald couldn't help but flinch a little as the green haired girl attempted to calm the Half-Maiden down to a controllable and tolerable level, while Mercury simply scoffed at the duo as he was on a call with his Scroll.

"Cinder… We still have that opportunity to do something with that though…" She reminded her leader. Cinder gave the dark skinned teen a frown, before calming slightly and sighing.

"Right." She simply said as she cupped her chin. "And with the thing that I implanted into the systems that other night, since we still have the approval of the Fang due to Adam's influence…things might actually go well."

"Well, that's a good thing." Mercury smiled as he ended his call. He sat up from his bed as he placed the device down. "Because I just got some news for you guys."

"Oh, and what's that?" Cinder turned to her associate.

"Our little ice cream friend had just relayed some…coordinates that we can use to initiate the third phase. We'll have to bust out Roman in the long run, but after that…well, you get the picture." He shrugged as he tapped a button on his Scroll. A moment later, Cinder's own beeped as the data from his transferred to her's.

"…Interesting." Cinder noted as she took a look at the data. "This place will be easy to get into, with all the newly established security personnel even. Alright, begin preparations; we're going to initiate phase three soon."

"Right!" Emerald nodded as Mercury smirked. As the duo exited the room, Cinder took a few more peeks at her Scroll, going through her galleries of collected photos. A few of them in particular interested her, as they were than none other than…

"A giant, a fire man, an ice ghost… You're just full of surprises, aren't you Mr. Tennyson?" She whispered with an eerie giggle.

…

…

…

…

"Achoo!"

"Aah, no sneezy cooties!" Ruby flailed her arms joking towards Ben as the brunet sneezed. He rolled his eyes as he wiped his nose. Roughly twenty minutes had passed since the team had begun to fly with 368er.

"Someone must be talking about me I guess." He assumed. Blake gave the boy a weird look, raising an eyebrow in question as she took her eyes off from her book.

"I thought that was some kind of superstition or something?" She replied. Ben shrugged with his free arm in response, giving her a neutral look.

"With my luck and the filly Universe usually proving me wrong, that kind of stuff will happen on a fairly regular basis. You get used to it. I mean, even now it's starting to become something like that."

"A Monday to Friday schedule?" Ren suggested.

"Ah, that's it." Ben nodded in response. "Exactly."

"…I'm not gonna like the future then." Jaune sighed. As Pyrrha giggled, Port turned over from his position to come to the back. All the students stood straight and turned over to him as the older professor spun his trusty axe-gun.

"Alright students, we're nearing the entrance to the Forest." He informed them. "Are you all accounted for and ready to explore?"

"Well, a maintenance routine more or less." Ren shrugged. "Still, a trip like this is good once in a while, even if the Grimm will be here."

"I'd say." Jaune replied. "Alright, let's get this show on the road."

"Way ahead out, blondie." Three Six Eighter called from the front. "Front and center people, I'm opening the hatch!"

"Is she going to pick us up after we're finished?" Weiss turned to Port to ask.

"Ah, the thing is; we've got multiple units scattered throughout the complex of the forestry. I'd figure we'll be here for a good amount of time. 368er here will depart from here and come to pick us up after everything is over." He explained.

"Uh… How many are there?" Yang replied in response.

"Well, enough to have us be here all day, I guess." Ben answered with a guess.

As the hatches from both sides of the Bullhead opened up, the students were the first to see the beautiful sea of greenery still pictured from the memories of events from months ago. The airship comes in over a secluded patch of grass amidst ruined sculptures and other ancient looking scenery. It hovers right above the ground as both teams all jump out of the craft with weapons drawn. Port takes a moment to give his trusty pilot a thumbs up, who replies similarly as he then jumps off himself.

"Thanks for the ride!" He calls out as the Bullhead begins to hover back up. Everyone else, after securing the area, look up to see the pilot saluting to him as she flies off moments later. As they see the craft fade to the distance, Port stretches his arms as he clocks his weapon.

"Ah, the Emerald Forest." He breathes in. "Can't your mustaches feel the fresh vibe of the greenery?"

"…We don't have mustaches." Blake retorted blandly.

"Er… Well then. Any who, let's begin our expedition, shall we?" Port coughed to alleviate the awkwardness of Blake's response as he took out his Scroll. "I have the coordinates for the first Security Control Center on my Scroll."

"Is it far?" Jaune asked.

"A modest distance if we keep a jury pace. No worries though, it shouldn't take us long to reach what we're looking for. Let us begin!" Port slapped his back as he began to walk forward. Pyrrha giggled at the sight of Jaune trying to keep his footing as the ten began to traverse through the forestry.

A trail was seen a few feet from where the team had landed. Port was keeping track of the location of the machine, so Jaune and Ruby decided to lead the way. This was a part of the Forest that neither of the teams encountered during their time in the Initiation, so this scenery was all new to them. Taking a lightly pace for their walking speed, the leaves of the trees ruffled softly as they stood in front of a cliff side leading to quite the surprising sight for eyes.

"Woah… Look at all these Grimm. Let's get 'em!" Ruby's eyes sparkled at the sight of a massive amount of Grimm on the quia below them. She clocks Crescent Rose as she pulls to its sniper rifle form.

"And here I thought we wouldn't encounter the Grimm right away…" Weiss sighs.

"Silly Weiss, it's a beautiful day to pummel some monsters!" Yang retorted in response as she and Nora grinned together. "Come on, Nora!"

"Yeah! Let's break some stuff!" The hammer girl added as she aimed Magnhild at the crowd, ready to blast them with grenades.

"And so it begins." Ren simply says as Ben, Blake and Pyrrha calmly take out their weapons along with him. Zwei remains with Port as the cat girl unsheathes Gambol Shroud, takes the initiate and leaps down, immediately slicing off the head of a Creep.

"Let's get down to business."

…

"Ack, Beowolf on your left!" Ruby barked out towards Jaune as she blasted herself into the air. The blond quickly ducks as the beast was about slash at his head, and was fortunately saved by the ladybug girl as she blasted its head clean off.

"Oh thank Monty…" Jaune sighs in relief stands back up. "Thanks."

"No problem!" Ruby smiles as she lands, placing Crescent Rose back on her hip. "Huh, we've come pretty far, haven't we?"

"Indeed." Ren nods as everyone looks around.

"I wonder if Dr. Oobleck knows about this place." She wonders.

"These ruins must be full of history." Ren replied. Ben lowers to his knees, placing his fingers on an ancient tile on the pathway they were walking on. "What do you guys think?"

"This looks like it has seen better days." Weiss admitted.

"But even so, they're extraordinarily beautiful…" Pyrrha sighed in delight. "If only we had time to properly examine these ruins."

"Well, if ya ask me… Someone had fun destroying this place!" Nora snorted, making the other two nearly drop to the floor in response. Ren sighed a little as Ben then stood up.

"Hmm…" He hummed.

"What is it, Ben?" Blake asked as Zwei barked at his feet. The Omnitrix wielder looked around, his eyes full of curiosity. Blake hadn't seen something like that before in his eyes surprisingly.

"…Interesting." He simply said, before turning to Port. "Hey Professor, do you mind if I asked you something?"

"Oh?" Port turned to his student. "And what would that be, young man?"

"The Emerald Forest is full of ancient ruins relating to past Kingdoms, am I correct?" He guessed. "How old are we talking?"

"Hm… According to good old Dr. Oobleck, I'd say that the remains of the ancient Kingdoms here range from…err, a few millennium?" He replied, scratching his chin to see if he was remembering correctly. Ben slowly nodded, cupping his chin as a smile began to grow on his face.

"…This might be a little more interesting than I'd thought." He thought out loud. Port and Blake glanced at each other and shrugged, before seeing a cave out in the distance as the group continued to traverse.

"Ah, there it is. The security control center for this region is inside that cave. Let's go have a look and maybe we can discover what the problem is." He rubbed his moustache. Pointing to the inside, the faint glow of blue dust crystals illuminated the interior as both teams wandered inside.

"…It's beautiful." Jaune was flabbergasted by the sight. "A calm, peaceful, and…oh. There it is."

Inside the large center of the cave lied heaps of glowing crystals, stalagmites upturned and hanging from the edges of the dimly lit area. In the middle of the room in front of an ancient archway was the Control Center; a generator-like device with tubes tunneling into the ground. A dimly lit glow of yellow radiated the surrounding area, but it was then that Ben and Port noticed a small, rectangular box hinged onto it.

"Hmm. Some sort of foreign object. I feel like I've seen that symbol before... Never mind that! Defend the Control Center while I undo the damage. Make sure your weapons are loaded and your moustache wax is stowed! This could get hairy. Young Tennyson, I could use some of your analytical skills for this." He called out as he began to examine the foreign container.

"Way ahead of you, Professor." Ben said as he went for the Omnitrix.

Pressing the core down, a bright flash illuminated the room, allowing everyone to see a horde of Grimm suddenly coming in from all directions from the deeper necks of the cave. As Gray Matter replaced him, the glow in their eyes were the indicators that left the teams preparing for battle.

"Enemies incoming! Protect the payload while we try to get this thing off!" Port ordered out.

"Oh what the heck." Jaune blurted out as he raised his shield. "Prepare for combat!"

Several Beowolves proceeded to lunge out from the darkness, staggering towards Jaune and Ren as the two took their stances. Jaune crouches down and allows Ren to leap on Crocea Mors' shield. Sending him above the group of Grimm, he then rushes towards the pack as Ren begins to rain a Hail Mary of bullets onto them as well.

"I'm going in!" Jaune cried out as Ren proceeded to dash off once he landed.

Slashing the body of the Beowolf in front of him, Jaune raised his shield as he ran to deflect the swipe from another one. Arcing upwards, he then grunts loudly as he swings his blade through its neck. Turning around, he sees Pyrrha and Blake fighting off some Creeps as he runs to fight with them.

Everything had appeared fine, but the instant his team had stepped foot into the clearing a few minutes into the fight, every single Grimm on their side had turned to face them. Their plan to stay together with Team RWBY went down the drain, seeing as how they had lost the element of surprise before the battle had even begun.

It was not all bad, however. The open space, while sizeable, was not large enough to allow all the Grimm to easily corner them. By targeting one or two at a time while keeping the crowd between them and the rest at a fair distance away, it had still been possible to restrict the number of Grimm attacking them to a more manageable number.

A mechanical whir from behind Jaune clued him into the need to evacuate from his spot as Nora blasted herself high into the cave's ceiling. The smashing of the transformed Magnhild came crashing into where he had been seconds later as he rolled off, sending a shockwave of pink electricity that stunned several Ursa around the duo. Head held low, Jaune then dove aside when one of said Grimm that managed not to get afflicted swung at him. He might have been able to stop it if he really tried, but avoiding the hit entirely was still a better option.

"I got it!" Nora yelled.

With a loud roar, Nora slammed Magnhild into the back of its leg. The Ursa stumbled but quickly righted itself. Not letting that one failure stop her, Nora tried again. This time, when the bear-like Grimm took a step, she targeted its stationary leg with her next blow. It fell, moving about awkwardly on the ground with its arms clawing about as it tried to get up.

"Nora! Help Ren!" Jaune instructed as he then turned to see his fellow teammate surrounded by a King Taijitu. The silent male of their team was tearing into the scales of his enemy, taking down the black half of them in the first few seconds when he circled and stabbed it from behind. Other Grimm members did not stay still, and proceeded to rush on him while those closer to him began to lunge out of melee range and into his face.

"Done and done!" She happily complied as Nora quickly retracted Magnhild to its grenade launcher form, blasting the other half of the snake Grimm and a couple of lesser Grimm that were next it to.

"Pyrrha! How're holding up?!" Jaune quickly yelled at his redhead teammate. Angling his arm, Jaune hit a Creep on the head with the blunt of his blade. Using the same circular motion, he slashed down at its legs, downing the top heavy Grimm. His breathing was erratic as he skidded to a stop beside his partner.

"Jaune? I'm alright. What about you?" A couple of Beowolves fell after Pyrrha professionally made quick work of, jerking and shaking her lance. Pyrrha's hand glowed with black energy as her eyes narrowed in concentration. Throwing her shield, it bounced off the wall of the cave and decapitated all of the Grimm in front of her.

"Oh, you know. Just barely surviving." He turned to face away from her, his back touching hers. His shield shot up and halted the charge of a Boarbatusk that aimed itself at Pyrrha. Jaune broke away when it stopped rolling, toppling it to its back and proceeded to stab it in its unprotected belly. "Heads up!"

"You really have improved a lot, I'm glad." She gave him a smile. The blond blushed a little, but smirked in response.

"Thanks." He replied. Standing up, Jaune glanced over from the corner of his eye to see Port and Gray Matter coming along with their progress. It seems that they were almost done with whatever they were doing.

The fighting had gone on for around half an hour or so now, but to Jaune, it felt more like an hour. He had been moving nonstop and just taking those dozen or so tackles and swipes that he failed to block or dodge had lowered his Aura considerably. How was he to dodge when he was literally being mauled at from at least three different directions at the same time? It was not humanly possible unless he was Pyrrha, who with the help of her Semblance was able to do what was normally impossible. Perhaps…instinct was simply kicking in on its own.

Another Beowolf ran up, brandishing a deadlier set of claws due to it being an Alpha. Jaune liked that, since it meant that the lesser Grimm would stop attacking at him to avoid hitting one of their own. He went into position, catching it on his shield before pushing it off to the side. Crocea Mors lashed out from around his defense, stabbing into the Grimm's hip to whittle it down. When the blade went down to block, Jaune pinned the Grimm's arms against his body with his shield as he lunged at it. Holding Crocea Mors high, he brought the pommel down on the larger Grimm's head. He did so repeatedly, until it broke and the glow of its eyes finally dropped to a dim black.

Stepping back, Jaune wiped an arm across his eyes to clear the sweat. His vision was slightly unfocused, and his breathing coming in quick and short gasps of air. He yelped when he sudden lost feeling in his legs for a moment and staggered, but not before being supported by Pyrrha, who placed her shield on her back and fired away at some surrounding Grimm with her free arm.

"Woah… I blanked out for a second." He shook his head as he stood up. "Never had that happen before."

"Well, that just means you went over your limits. That's a good thing to see, but in this scenario…you know. Don't make me worry about you." Pyrrha half scolded, half complimented the blond. Scratching his head, they turned over to Ren and Nora, who were fighting off another group of Grimm.

"Come on, Jaune!"

"Right!"

…

With Team RWBY…

Ruby was not used to fighting so many enemies at once outside of the combat simulation classes she took in Beacon. Sure, she fought a lot of Grimm before, but that was when she could clearly see the amount that were there. Here? Well…

More just kept appearing.

When the fighting first started, Yang had taken out most of the speedster Grimm around them while Weiss and Ruby herself kept the crowd away from her. That had given them at the least a more level playing field. They had stuck together for the most part; the three only split when another group of armed Grimm emerged from the dark to join in the fighting. Yang had taken one look at them, froze, and turned her attacks onto them.

Explosive shells hissed through the air and detonated around the group, thinning them out slightly. An Alpha Ursa burst through the smoke and rushed at the blonde. Ruby's partner blocked the first wave attacks, allowing Yang to swipe it off its feet with an uppercut and then blast it away with a good old roundhouse kick.

To her surprise, Yang was not happy about this like she said she would. Her voice was calm. Even deceptively so. But she had come to know the subtle changes in her demeanor, and in all the time she had known her, Ruby had never once seen her calculated and focused. Yang wasn't fighting for fun at the moment; she was fighting to survive and win.

So Ruby did what she felt was right, and allowed her to continue, trusting the skill that Ruby herself believed even exceeded that of her own expectations as the blonde grew up with her. For that reason, she did not worry about her going off and fighting like this.

Initially, Ruby and Weiss picked off individuals from the wave of Grimm from a distance, but that was only a temporary strategy. Even if the Dust heiress had expended all of the mineral she had brought, it wouldn't have been enough to stop them all before they reached the pair. So Ruby had propelled herself into incoming crowd, relying on her Semblance to maintain movement superiority over her much slower opponents.

Crescent Rose extended, smacking a Beowolf in the side with enough force to throw it several meters. Ruby swung herself around the handle, planting her boots into the skull face of another. Kicking off, she squeezed the trigger on her weapon, spinning like a top and bowling over several wolf-like Grimm. She landed on her feet, coming to a stop when her scythe slammed yet another insurgent into the ground.

"Blake!" She called out.

Several paces away, she could see the cat girl doing pretty much the same. Conserving the Dust that she got from Weiss for larger groups of the horde, the black haired girl had taken to utilizing her natural abilities as a Faunus to launch and jump around the battlefield, striking enemies as she sped past in a flash of purple.

Ruby stayed close to Weiss, mostly for the latter's sake. In a fashion identical to their first encounter with the White Fang extremists in Vale, the increasingly large groups of enemies they were presently facing had designated the more fragile members as their prime target, and were going to great lengths to try and reach her. That was both good and bad. For one, their enemies were where they could see them. For another, that meant they were at risk of being swarmed if they did not quickly thin out the mob.

Up ahead, Yang was smashing her way through, redirecting some of their attention onto herself and just so slightly lightening the load for them.

Ruby slipped under a serrated claw that swung at her head, whacking the Beowolf that did so on the head on her way past with a backhanded swing. Hopping onto her scythe's blade, she aimed it down and shot herself into the air. She curled up and spun, slamming Crescent Rose down on her descent. The Grimm dodged, but failed to do the same to Ruby's follow up kick, powered by her momentum from a quick twirl around her weapon.

Gray Matter peeked from his work to witness the battle. He suspected that it was a lot harder than she had expected, fighting that many enemies with no respite. The tenacity shown by the Grimm was problematic by itself, but this…this was a new and difficult problem. They were hit, some even sustaining shots from the high caliber rifle built into Crescent Rose, but the more they slaughtered, the more that seemed to be replacing their fallen brethren.

The next Grimm was that of a Deathstalker. While not fully sized like the one that Teams RWBY-B and JNPR encountered, it was still fairly large. However, Ruby and the gang was already experienced with the characteristics, thanks to actually learning about them in class. Her next shot hit it in one of its legs, causing it to stumble and temporarily halt its advance when it leaned in the way of more Grimm who were right behind it. A light streaked past Ruby and landed on the face of the Deathstalker, encasing it in a block of ice. Ruby turned and gave Weiss a smile of gratitude, earning a quick nod in turn.

"Ben! Professor Port! Are you guys done?! We're getting overwhelmed here!" Blake barks at the duo as she spawns in five clones. As the teams group up, Weiss summons a glyph that fills the clones with fire Dust, lighting them up and causing them and the Grimm surrounding them to explode.

"We've got plenty of time now!" Gray Matter hurrahed as he leaped off from the Center. "We're done!"

"Well?!" Yang growled as her eyes lit red. "Help us out!"

"On it!" As he landed on the floor, Gray Matter slapped the Omnitrix dial on his back, engulfing into a bright light. Immediately, the room was filled with ice as a ray of blue zipped between Weiss and Blake, and began to circle around and freeze the remainder of the Grimm.

"Woah, that's cold." Jaune shivered a little as the remaining enemies ceased to exist.

"I don't think the sudden increase in Weiss-cubes will be a problem anymore, especially after all this fighting at least." Yang sighed a little, punning regardless.

"…What is that? A lizard?" Weiss poked the transformed Ben.

"Er… More like an Arctiguana!" He replied. "Er… That's what I call it, even if it's another ice pun."

Arctiguana had clothing which covered most of his body, and every time he breathed, it was so cold that it was actually visible. His arms were fairly long, with three-fingered hands and short legs that ended in stumps. He had four shark-like fins and sharp teeth. Having small, squinted green eyes and a black stripe around his eyes and face, behind his eyes were pronounced scales and what appeared to be gills. His chest was covered by a white shell, and his black clothing was seen going all the way up to his face. The Omnitrix symbol was on his chest.

"Eh, this one seems a bit more normal than I'd expect." Nora replied as she placed a hand on him, before flinching. "Cold!"

"Ah… That feels nice…" Ruby sighed in joy as she pressed her face on his back. "It's cooling me off…"

'…It's a good thing Polar Manzardills are cold-blooded, otherwise I'd be blushing like a storm right about now.' He sweat dropped.

Port chuckled as he took the device off from the Center. "Bravo, team! Bravo! The security network in this region is shipshape once again. I'll get some of our staff to see if they can find anything about that mysterious symbol. Excellent work."

"So… What now?" Weiss regained her breath as she sheathed her rapier. "Do we go on?"

"Yes, but let's take a short break, shall we? It seems the foreign object in question seems to be some of Grimm attractor device." Port explained as everyone sat down to listen. "And this symbol… It's so…familiar."

"Maybe someone back at Beacon knows?" Ruby suggested. Arctiguana reverted back to Ben, garnering his own look at the rectangular device.

"…This kind of technology seems familiar." He then said. Everyone else turned to him in interest as he activated the Omnitrix. "…I wonder."

Slapping the core down, everyone covered their eyes for a moment as Upgrade took his place. As he asked Professor Port for the device, he merged into the inside, taking a moment to cower inside and take a look. Everyone was still for a few seconds as the familiar black and green coloration took hold on the shape, until Upgrade finally emerged from the box and reverted back to Ben. What confused them was the surprised look he had on his face.

"Ben? What's the matter?" Ruby asked.

"…Impossible." He mumbled. "That can't be."

"What?"

"…That box has some of the same technology that I'm familiar with from my wor… I mean, my home country. The only thing is…this stuff is pretty much outdated by at least a few centuries…" He corrected himself. After all, only the teams and Ozpin's circle of staff were the ones that knew of his identity of being from another world.

"That can't be right. The person must had have to live in Remnant for…a thousand years or something." Weiss argued. "It would be impossible then."

"But that's the thing: It's not. The person who made this technology…their species no doubt is able to live for at least a thousand years, even if they were in a dangerous environment like Remnant." He explained.

"What does it mean then?" Port asked, finally wondering what the heck they were talking about.

"That means that whoever made this thing was able to uncover ancient technology that is superior to the stuff you guys have right now. And since you said that there's multiple areas with interference, who knows what other scraps of tech the perpetrator might have been able to repurpose for their own needs." Ben said with a worried tone.

"…Then we can't stay here then." Ren suggested as he stood up. "I suggest we move."

"Excellent suggestion. If things are as bad as you say they are Mr. Tennyson, then we've no time to lose. Let us proceed to the next area in the Forest." Port ordered.

As everyone began to leave the cavern, Ben couldn't help but have this uneasy feeling in his chest…

'…Galvan technology? Here? In Remnant?' He gritted his teeth in growing curiosity.

…

"…Cages?"

"Just as I thought: more sabotage from our friend with the symbol. But those cages... Was someone trying to capture Grimm? Hrm... I don't like the looks of this. For now let's just focus on the objective. Defend that control center while I undo the damage. Get ready!"

"Should I help this time?" Ben asked as he stood behind Port.

"Ah, I've figured how to manually take this thing off from the last time. This time, you can support your teammates." He reassured him. "I've got this. Now then, get ready! The device seems to be calling Grimm to this location."

"Why can't we just bust the damn thing and be done with it?" Yang groaned loudly as everyone else got into a fighting stance. Weiss glances at her as she refills her Dust containers.

"Because we need to learn who's manufacturing these and why." She responded. "Now quiet down and focus on the battle!"

And just as she said that, from the ruins of the grounds that the teams were on, hordes of Grimm began to emerge from everywhere. This time however, Ben was the one to initiate with the attacks, switching to Mundvridi's rifle mode and scattering off the Grimm like flies. Following suit, rather than taking a head on melee fight, everyone but Jaune began to shoot off the opposing Grimm for the first few minutes of the fight.

"Uh… What should I do?" He asked. Ben reloaded Mundvridi, glancing at him as he tossed the weapon in his direction. "Woah! Huh?"

"You ever fired a gun?" He asked.

"Er… A couple of times? Don't you need this though?" He blinked a few times in question.

"Nah, you know me." Ben replied as he slapped down on the Omnitrix. A moment later, an unfamiliar alien filled his point of view. "Eye got forms for these kinds of scenarios."

His body was humanoid, but upper-body was covered with green eyes and black pupils, although he had no eyes on his face, which consisted of a mouth and a very large pair of bat-like ears. He had dark yellow skin with lighter yellow skin on his chest and feet. Wearing black pants with green circles on them, the Omnitrix was worn on a belt around his waist.

"Eye Guy!" He yelled. Yang jumped up, performing a powerful uppercut against an Alpha Beowolf before kicking it towards Eye Guy.

"Oh crap! Watch out!" She yelled out to the alien. Eye Guy however smiled as he turned towards the hurling figure, his eyes locking onto its body as they began to glow.

"Eye got it!" He punned, merging three of his eyes on his shoulder. Firing off of a green beam, on contact it began to freeze the Grimm solid. By the time it reached Eye Guy, he simply shattered it to pieces with a well time punched. "Grimm on ice! Eye gotta say, that's ice cold!"

"Ugh, two punners?!" Weiss groaned in annoyance as she thrusted away a few Creeps. "This can't get any worse."

"Eh, from the cornea of my eye, you seem to be a little corneal about this situation I see." Eye Guy chuckled in response. As Yang landed next to him, they fist bumped each other as Blake face palmed.

'…I need to adjust his habits after this…' She reminded herself.

Nevertheless, the team continued to fight off the Grimm for a couple more minutes. In the open field of the sunset, the ruins they stood on were perfect for creating a circumference around Port, allowing the teams to easily take down the Grimm that came from any direction. Ironically enough, the location was nearby the ruins in which they fought the giant Nevermore and Deathstalker from the exam.

After a few more moments, a dull beep could be heard from the ominous box on the Control Center as Port pulled it off from its grasp on the machine. He smiles in relief as it powers down, turning back to the students. By now, the rest of the Grimm were starting to dim down to only a dozen or so.

"Good show, team!" He congratulated them. As Eye Guy reverted back to Ben, Jaune handed back his weapon as a sound beeped off from Port's Scroll. The elderly professor takes a look, ruffling his moustache.

"I've just received a report..." He revealed, before nearly opening his eyes in remembrance.

"That's… Oh! I remember now, the symbol we've been seeing belongs to none other than Merlot Industries, an old research and development corporation—far before your time." He explained.

"Merlot Industries? I've never heard of such a corporation, even through my family's history." Weiss responded with a confused look.

"The company was crippled by the collapse of Mountain Glenn, where they lost their primary facility and chief staff members. They never recovered from that incident and eventually shut down. Which begs the question... Why is their technology suddenly popping up in the Emerald Forest? Hrmmm, I've never been one for riddles and history—more a man of action if I do say so myself. But I think I know someone who can help..." Tapping a few buttons on his Scroll, the girls of Team RWBY couldn't help but flinch in response.

"Wait… Not there again…?" Ruby muttered. Zwei whimpered a little, hiding behind her leg.

"Oh no…" Weiss sighed.

"We're going back there? Again?! We just came back from there!" Yang barked in annoyance, groaning loudly.

"W-What? What's wrong?" Jaune asked with hesitation towards the girls. Ben chuckled a little as he shrugged.

"The last time we went there, we found out it was a hideout for the White Fang; you know, the reason for that incident in the city?" He summarized. Ren nodded in response, understanding the situation.

"Ah… And I believe that the professor in charge for that operation was none other than…" He started.

"Professor Oobleck." Pyrrha finished.

"He prefers… Doctor." Blake begrudgingly said. "So… We're going back to Mountain Glenn again…"

"Ah, hello there children!" Oobleck's voice could be heard from Port's Scroll. "Are we going back to Mountain Glenn once more? Fascinating! I never got a chance to fully explore the place when we were last there!"

"But you had an entire day!" Yang argued back.

"Ah! But that was to discover the cause of the vacating of such a place. This time, I want to explore the place out of curiosity of the past agriculture of my own will. I'll be seeing you all tomorrow, and I think Professor Port mentioned Team JNPR? Lovely!" He shouted out as fast as he could, before dialing off a second later. The entire team slouched a little in response as Port closed his Scroll.

"Ho ho! So, you all are already familiar with the location and the expert? Then onward! To VICTORY! Well… Tomorrow at the very least." Port was about to bring all hell out from Team RWBY, but joking chuckled as he began to call for 368er. After all, it was starting to become night…the worst time to be in a place like the Emerald Forest.

…

"So this is Mountain Glenn... You know you hear stories but... Aah it's just a lot worse in person..." Jaune gulped.

"Well, we're not going to miss the action in Mountain Glenn THIS time!" Nora patted his shoulder, excitement all over her face.

"Moody and dark as usual, aren't you Mountain Glenn?" Ben smiled ironically at the sight. "At least we didn't drop off right into the heart of the city like last time."

"Better that than to instantly fight off hordes of Beowolves…" Ruby sighed in relief. Oobleck rolled his eyes as he took a sip from his thermos.

"Ah nonsense my dear girl. The fighting of Grimm will always bestow us with knowledge from the past! How people fought, the measures that they took to create a defense, albeit a failed one, around the city!" He countered.

The team had taken a safer approach to the abandoned city, entering through a segregated part of the forest area outside the area. After traversing through a slightly steeping hill, the outskirts of the ruins began to fill the view of the students. The dark and gloomy atmosphere immediately took its effect on Team RWBY-B as they approached a separate entrance to the mountainous village.

Already they could see devastated buildings, as well as Grimm that were aimlessly roaming around. With the White Fang now longer in possession of a hideout in this area, the only reason for the Grimm to be here now was the past grievous feelings of the people that once lived here…and the fact that Merlot Industries had something to do with it.

"I got this." Ben whispered as everyone went low, crouching behind a pile of debris. Looking over the rubble, luckily there were only a few Grimm.

Equipping Mundvridi, he took something out from his pouch, placing it onto the barrel. Ruby recognized the attachment, ogling it a little as Ben took aim with the sniper function of his weapon.

"A silencer…!" She whispered in glee as Ben quickly assassinated the three Grimm with quick-to-quick headshots. As they fell with a dull sound to the ground and began to fade away, the team began to journey into an abandoned street.

Climbing up a pile of debris, they approached into what seemed to be a residential area; houses galore and a few convenience stores about.

"Even with all the destruction caused here by the Grimm, the structural conditions of the buildings here seem remarkably well." Ren observed.

"It's quite the sad view though." Pyrrha added with a sad look. Oobleck gave them both a smile as he walked to the front of the group.

"When Mountain Glenn was first established, the main goal was to be that of survivability and preservation. Key points were taken across to the architecture of the landscape, and the results were that of hard designed residential and business districts." He explained.

"So, how far are we away from Merlot Industries' building, Doctor?" Weiss asked as they exited an alleyway. In front of them appeared to be a bridge, but it was blocked by piles of rubble.

"Hmmm… Well, that's an issue. It appears the bridge is blocked. According to my map, we should be able to take a detour through the city's old waterway system." The green haired professor explained as he looked onto his Scroll. "Let us proceed down onto the bottom through this pile of debris."

"Well, water we waiting for?! Get it...? Guys...?" Yang punned. Weiss rolled her eyes as Jaune sighed.

"First there's that bridge that wouldn't extend, now this one's blocked, what gives?!" He complained.

"Just pretend it's a day at the waterpark!" Ruby reassured him as Ben and Ren proceeded to go down.

"Come on you guys." Ben ordered with a smile. "Beach of us signed up for this."

"Aw, yeah!" Yang grinned as she wrapped an arm around his shoulder. Blake shook her head in disapproval as they all went down to the dry waterway. They continued for a few minutes, with Oobleck nearly going livid after finding out that practically every bridge extending to the other side they were trying to approach was destroyed.

After a few more seconds, the team approached the gateway for the waterway. A small terminal with a dimly lit green light stood on the right doorway. Oobleck's anger managed to subside temporary as he examined it.

"Ah, here we are. Now then, though this looks a bit rusty, I shall activate the switch to open this lock. Most likely it's going to create a large amount of noise, so be prepared students!" He warned.

"Oh boy, battle time." Jaune whimpered.

"That just means additional training, my friend." Ren patted his shoulder.

As Oobleck activated the switch, the doors began to slowly open. Unfortunately, the sound that it made as the result of it being rusty as crap made it sound like someone scratching on a chalkboard. As ear-screeching as it was, out from the rusty tube ways from the waterway emerged various land Grimm, as well as a few newer ones.

"Oh great… Subterras." Ben grumbled as he switched Mundvridi to its sword mode.

Subterras were subterranean Grimm that resembled Liopleurodons, ancient marine mammals. They had the body of said creature, having two sets of fins and a short tail. With its long and large mouth that had razor sharp teeth, along its back, fins, and tail were the typical bone-like coverings of a Grimm, with the signature skull-like mask on its face. And although they're subterranean Grimm, they could actually move fairly fast on land.

For around half an hour, the team fought off the waves of Grimm as Dr. Oobleck maintained the passageway's operation. After clearing another wave of Subterras, one of which almost bit Jaune's rear off, they quickly escaped through the gateway. Fortunately, it closed faster than it opened, leaving them safe for the meantime.

"Ow…" Jaune rubbed his rear. "That hurt."

"At least it didn't pierce your skin." Pyrrha observed, patting his rear. Jaune nearly squeaked as he jumped up, blushing a bit.

"P-Pyrrha!" He stuttered. Pyrrha gave him a weird look, before blushing immensely and covering her face in embarrassment.

"I'm sorry…!" She apologized. Yang and Ren chuckled at this, but Nora and Blake merely tilted their heads.

'…Aren't they together?' Blake asked Nora via eye contact.

'Hey, they're making progress at least.' The orange haired girl shrugged.

(Watch RWBY Chibi Season 3 Episode 11 Arkos Shippers!)

…

"Looks like we found Main Street." Blake noted. After clearing through the waterway, the team approached a large street that expanded through a large part of the city.

"Man... I bet this place used to be nice." Yang pouted.

"There's no end to the Grimms' destruction…" Ren closed his eyes. "All we can hope is that this never happens again in history."

"Yes, Mr. Ren… That's exactly what we should be doing in this time and age." Oobleck agreed as they went down. As they continued to do, eventually, a building, one that seemed to be remarkable condition and towered through all of the others appeared.

"There! That's the facility! I can't believe how well it withstood the years... A shame, still... Dr. Merlot would've never let something like this hinder the progress of his work. I can only imagine what we'll find inside."

"Sure, as long as we don't fall through the—"

*RUMBLE…!*

"…What was that?" Jaune looked down. Ben merely sighed as the very building they were trying to get do sudden was attacked by tremors, crumbling down to piles of concrete and rubble as flames from whatever was inside began to lit the place on fire.

"…The universe just loves proving me wrong, doesn't it?" He groaned as the ground began to crack. Once again, a giant hole made its way underneath him as everyone began to fall through.

"I don't wanna go through this agaaaaaaaain!" Ruby screamed as she held onto Ben. Jaune did something similar as Pyrrha managed to grab hold of him, though the latter seemed to be caring for him as Ben for Ruby.

"SON OF A BIIIIIIIITCH!" Yang screamed.

While she and most of the group was doing that however, Nora of course was humming away as she sat on her hammer form Magnhild, whee-ing away as the group began to traverse down once more into the underground village beneath Mountain Glenn. Round two, folks!

So…

I'm back.

I wanted to upload this for soooooo long, but as I said before, becoming a sophomore in college suddenly means that the difficulty level is risen up to a crapton new level. I once again apologize, but I had to prioritize irl work, and it was hard to keep track of my emails, as I really didn't have time to properly respond to you guys. I… I'll try to make a habit of at least responding to you all when I can, but please forgive me if I can't immediately (_)

But enough about that! What have I done?! I actually decided to place some Ben 10 lore into this universe?! Have I gone insane and broke my absolute word?

Not really if you think about it. The meaning of this Galvan tech is going to be like how the lore of the RWBY universe works; the ruins and remains of ancient Kingdoms being explored by people of the modern day, and others learning to use and exploit these olden types of technology. Merlot Industries has somehow gotten access to ancient tech belonging to the Galvan, but how? I want to try doing this route, explaining how someone from a long time ago moving to a new universe can affect the world in which he or she crashes in. After all, if you suddenly discovered that ancient technology was superior to the stuff in the modern day (like in Warframe the tech used by the Tenno is vastly superior to the Grineer), obviously you would want to study and learn about it.

I decided to bring in Team JNPR into this, because since I did buy and play the entirety of RWBY: Grimm Eclipse and got all the DLC, I figured that if the other team was able to be played, why not add them?

So, with that said and done, I'll see this chapter as finished. Let me know what you guys thought of this chapter. As usual, I'm always up for suggestions and/or corrections, so get to it! Thanks for the continued support and concern! I'm going to be uploading a chapter for My Omnium Academia soon, so look forward to that! Please R&R, and have a good day.