Volume 1 Issue 23: The Menagerie Infection

Conference Room, Heroes United: Dust Shipping Company Headquarters

Patch

Everyone just stared at the two heroes in shock for they were the only ones who knew what was going on.

No one knew what to say for two minutes straight until Weiss asked what they were all thinking.

"How do you two know what those things are?" Weiss demanded, worrying for her older sister as she was mutated into some sort of alien hybrid.

"Those are DNAliens, a race of artificial species from my universe. Before I saved an entire race from extinction, they made those parasites that can control the host body as they change their outward appearance, turning them into DNAliens." Ben explained, remembering the time he first encountered them along with the Highbreed when he was 15 and a year later had to encounter them for the final time on Spidermonkey's home world, Aranhaschimmia, due to Simian selling an Xenocyte Queen to Mizaru.

"What about you?" Blake asked Rex, worried for her mother and father.

"Your mother and probably half of Menagerie's population are now Exponentially Variegated Organisms or EVOs. Like me, only their minds are more than likely to regress back to there basic mindsets: Hunting, Killing, Eating and in some very rare cases Mating." Rex explained with his knowledge of EVOs.

"Is there a cure?" Weiss asked the two heroes.

"For The DNAliens, there are three cures: Me, a special gun that kills the parasites and frees the host, and death." Ben explained, making Weiss and Blake shiver at the last word he said right out of his mouth.

"Fortunately, it is a standard protocol to carry two sets. So, that is four guns as now I will prep the ship. Yang, take my car and drop Kirby off at your dad's and call Lady Like, we'll half to cancel our meeting." Ben added, tossing her the keys to the DX Mark 10.

"Got it." Yang replied going down the elevator.

"What about the EVO?" Blake asked, looking at Rex.

"The cure is me." Rex replied, taking the elevator with Yang to drop off the spy's body.


Later over Remnant's Ocean.

The Rust Bucket 3

"Alright, before we land, there is something that you four should know about EVOs. One, when they change, they're not always going to look the same so expect anything, Two, some may look human or in this case Faunus, but don't drop your guard as anything can happen, from simply growing a tail and to be able to shoot lava outside of your eyes and mouth. Trust me, I've seen it happen before." Rex explained, making Team RWBY nod in understanding.

"Are we in danger of being infected?" Ruby asked, a little nervous and afraid that the infected Faunus-EVOs would infect her with their Nanites and transform her into an EVO or the Faunus DNAliens placing an Xenocyte on her head that would turn her into a Human DNAlien.

"So long as you four wear those Hazmat suits you should be fine." Rex replied, easing his girlfriend's fear as he hugged her and assured her that she won't be infected.

"What about the DNAliens?" Yang asked her boyfriend.

"There standard Powers are Enhanced Strength, Enhanced Jumping, and Goo/Slime Spitting." Ben explained, making Yang and her teammates cringe at the Slime Spitting part.

"Now, some Xenocytes, when they're spread amongst different species, tend to have different abilities. Such as Enhanced Agility with an Arachnichimp or Spidermonkey's species so there might be some tricky ones, Oh! And, they hate the heat which means we need to get back to the ship by nightfall." Ben explained, knowing that the DNAliens can't stand fire and heat from the sun.

"How do these things work?" Blake asked, holding up the now named DNA Repair Gun.

"These DNA Repair Guns were made by Cooper Daniels, a good friend of mine. I've managed to modify them to work on Faunus DNA so you won't need me to cure them. Weiss, there might be survivors so stay with me or Rex, for the time being, we don't know how anyone will react to a Schnee on Menagerie." Ben ordered, getting a grateful nod from the Schnee Heiress in return.

As they were landing, the others could see some kind of turf war going on the other side of Menagerie between the EVOs and the DNAliens.

"This isn't good." Blake muttered, worried for her parents.

"Be careful when I open up the ramp, 'cause we're on the DNAliens side of Menagerie, so don't hesitate to start shooting." Ben instructed, putting on his own Hazmat suit.

Opening up the ramp to reveal only one DNAlien, Blake quickly fired the DNA Repair Gun at it only to sadly reveal that it didn't work.

"I was afraid of this... REX, HOLD IT DOWN!" Ben ordered his partner.

Nodding in response, Rex pulled out the Smack Hands to push the DNAlien into the ground, making sure it won't escape.

"How do you cure them?" Weiss asked, looking around incase of Backup came around.

"If I had my old Omnitrix, then I would have to tell it to cure them, but now all I have to do is tell it this." Ben replied, putting his hand in front of the infected Faunus DNAlien as the Ultimatrix's green hourglass symbol began flashing green.

"Severe genetic damaged!" The Ultimatrix spoked as it began scanning the infected Faunus DNAlien.

"Genetic code splicing error. Should we attempt to repair?" The Ultimatrix asked, waiting for it's wielder's answer.

"Yes." Ben replied, putting his hand on the infected Faunus DNAlien as the familiar emerald green light began to glow from the hourglass symbol, symbolizing that the genetic damage healing protocol had been activated.

Ben, Rex, and Team RWBY quickly shut their eyes as the bright emerald light engulfed them.

"Genetic damage repaired!" The Ultimatrix responded as it finished curing the first infected Faunus DNAlien.

After the flash of emerald light died down, the cured Faunus DNAlien revealed itself to be a young woman who was a Chameleon Faunus.

In her normal appearance, her skin has somewhat darker spots on her arms, legs and face. Her brown hair is tied back in a ponytail that curls at the end like a chameleon's tail, and her eyes are a light gray with a faintly bluish tint. Her Faunus trait grants her the ability to change the color of her skin, hair and eyes, allowing her to blend in with her environment. Her colors also appear to change in response to her emotions.

This is Ilia Amitola, a former friend of Blake in the White Fang and a Homosexual or Lesbian due to having feelings for her.

"Ilia?" Blake asked, surprised and worried.

"You know her?" Ruby asked.

"Old friend." Blake replied as she started to wake up.

"Blake?" Ilia asked, shocked that she was here at Menagerie.

"This reunion will have to be cut short." Ben said grabbing Roman's cane from a weapon cabinet.

"Why?" Weiss asked, wanting to know what the Human Shapeshifter was talking about.

"'Cause we're surrounded." Ben replied, knowing that White Fang members were coming their way.

Right as he said that, a small amount of White Fang Goons came out pointing there weapons with a certain Bull Faunus leading them, causing Blake's eyes to widen as she instantly recognized the Bull Faunus as she was filled with fear.

He was a tall man with red and brown hair that spikes backward in a windswept way. While most of his hair is red, a portion of it in the back and several streaks are brown. A noticeable trait of his appearance is the mask he wears, which obscures his eyes and upper face. His Faunus heritage appears to be that of a bull, for he has two horns: One on each side of his head.

His mask is whitish-tan with red, Japanese style, horn-like symbols decorating the front, and two slits on each side presumably to allow for vision. This is a redesigned version of the Grimm masks typically worn by most members of the White Fang.

He wears a long-sleeved black suit jacket with slit sleeves and more red designs and a white symbol on the left side. His suit jacket is red on the inside with red flame-like accents at the bottom and his wilting rose emblem on the back over a white floral design. His suit jacket is half-buttoned, exposing a red shirt with a black line running parallel to his collar under it.

He wears long black pants, black shoes with red soles and black gloves with more red emblems on their forehand, appearing to be a variant of the Greek letter Ω (Omega), the last letter in the Greek alphabet.

He also wears a black belt with white domino marks on it and his appearance generally consists of black and red, similar to the color scheme used by Ruby Rose.

This is Adam Taurus, Leader of the White Fang's Vale Branch and Blake's former partner.

As Adam took a look at the group in front of him, his eyes widen immediately under his mask when he saw Blake.

Now, normally he would want to make her pay for her betrayal, but it would have to wait since Menagerie needs to be cured of this mysterious infection.

However, he was also angered when he saw the Schnee heiress, and four more Humans that no doubt Blake brought over to "help" out with the infection.

"What are you Humans doing here?" Adam demanded, spitting the word Humans out like it was poison.

"Curing the infection." Ben retorted, already hating Blake's ex-partner.

"An infection you Humans caused! Who was it that payed you?! This Schnee?!" Adam asked, pointing his sword at Weiss.

"Does it look like these things where made by humans? If it was payed for by Jacques, then why would it infect his oldest daughter?" Rex asked, pulling the girls close so he can pull out the Block Party.

"It is a well-known fact that he does not care for anyone but himself, so it is still a possibility." Adam reasoned, making the two Heroes of Team 10 glare at him.

Ben was trying real hard not to just unleash his anger and Anodite energy, but before he could respond, he felt something coming there way and it was not Human, Faunus, or DNAlien.

"Adam, there is something that you should know..." Ben stated, signaling for Rex to get ready.

"And what is that, Human?" Adam asked, deciding to humor the Human Shapeshifter.

Timing it just right, Ben pulled Adam out of the way from being ran over by an invisible outline.

When it stopped and turned visible it was a large, pink, bulky, muscular boar-like beast with huge tusks that are used to bite and shred foes as well as during Glory Kills. It has similar beady, glowing eyes and a gaping maw filled with sharp fangs. The Pinkies seem to have a thick layer of armor on them, covering their backs, legs, arms, and foreheads. Their flesh is pink in color, while the armor is a shade of reddish-pink with a knurled, almost chitinous appearance and ridged with tusk-like spines.

"Rex, now!" Ben commanded, using his mana to restrain the EVO.

Nodding his head, Rex put his hands on the now named Pinky EVO, sky blue circuitry lines starting to appear all over its body as the Nanites in Rex's body went to turn off the yellow ones in the infected Faunus.

When it was done, the pinky EVO turned out to be a Pig Faunus.

"We're the only cures, so unless you have a way to remove the Xenocytes and Nanites, then get out of our way or get on board." Ben stated, getting up while ignoring all the guns pointed at him, Rex, and Team RWBY.

"Fine, but the Schnee comes in chains especially my darling, Blake, here!" Adam demanded as a White Fang Goon who was a Deer Fannus came out with handcuffs for both the SDC Heiress and the Cat Faunus.

"Put those chains on them and you can fix this yourself!" Yang roared with her Lilac eyes now Red, wanting to punch the Bull Faunus for going to chain her partner and the Ice Queen.

"Yang, stand down! I will handle this!" Ben stated, walking right up to Adam, getting in his face as he looked at him dead in the eyes.

"She will not be chained like a criminal! You may have problems with her father, but Weiss has done nothing to a Faunus except for defending herself! And Blake is off limits! She is not your lover anymore! She believes that you're becoming a monster in the process of achieving your dream of equality between Humans and Faunus. So, if you put the both of them in chains, not only will we leave, but I will personally drop every single White Fang member in this island to share your fate, Taurus..." Ben warned, his eyes glowing with his Mana and Aura.

Sneering in disgust at being ordered by a Human teenager, Adam simply turned around as bags were pulled out and were placed over there heads.

"For security reasons, we can't have anyone know where our base is. There are some infected that look normal, but in fact, are being mind controlled." A random White Fang Goon stated, beginning to escort Team RWBY and the two boys of Team 10 to their hidden base on Menagerie.

"Fine, but remember I can destroy the moon, which you all can't." Ben added, making the rest including Adam nervous of the threat he was giving them.


Later at the hidden White Fang hideout in Menagerie.

"Why have you brought humans here, Adam?" A familiar Faunus woman demanded, wanting answers from the White Fang's Vale Branch Leader.

The person he was speaking to was a female, Bengal tiger-based Faunus with orange eyes, dark complexion and wild black, chin length hair with an asymmetrical bob style. Her Faunus trait manifested as an extra pair of ears, and her body was adorned with numerous tattoos resembling tiger stripes. She wore four golden earrings on three of her ears, one each on her human ears, and two on her left Faunus ear, as well as a small jewel on her forehead.

She was seen dressed with a form fitting black dress with light green accents on the rims of the outfit; the dress left most of her back open, had two long splits on the side which revealed a pair of black shorts, a shorter split in the front and a small squared keyhole. Over the dress she wore a back revealing red cape with gold accents, as well as a green waist clincher with red rims that had a black belt over it, which fastened a green pouch on her right hip. Aside from that, she wore black stockings in conjunction with green sandals that had red laces which were tied to her calfs, as well as a black elbow length fingerless glove on her right hand.

This is Sienna Khan, the High Leader of the violent White Fang.

"These two Humans have the ability to cure our people without killing them." Adam answered, pointing to the two Heroes in question.

"Is that true? Remove there hoods and bring in two infected! I want to see this for myself." Sienna ordered before there was a VERY loud bang originating from outside the base.

"What was that?" Weiss asked, wanting to pull out her rapier but it was taken away from her.

"That thing keeps finding us! Honestly, I don't know if there is anything that can stop it." Sienna replied, grabbing a spear loaded with Fire Dust.

"What thing?" Ben asked as he got his Answer with a large thump and a charging EVO.

It has pale, pinkish skin that is covered in a natural armor that covers the majority of its body. It has four small, beady eyes and a large, gaping mouth similar in appearance to a Spider. The Cyberdemon has two large, sharp horns, the left horn of which has been broken in half. The Cyberdemon's right arm has a large blade like bone that is located on the wrist which allows the Cyberdemon to utilize its flame wall attack. The Cyberdemon's left arm has been replaced with an orange Atlas-engineered rocket launcher. The Cyberdemon's left foot has been repaired with mechanical components. Located on the right of the Cyberdemon's chest is an atlas Bull Head Accumulator other wise know as the power core to the engine.

"Okay, I've got to admit, that is so cool!" Yang exclaimed, grabbing her shotgun gauntlets.

"If you can cure these things, now's your chance to prove it." Sienna added, getting ready to evacuate the noncombatants.

BGM- Hell to Pay – by the Miracle of Sound.

"This might be a problem." Ben said turning into XLR8.

But before he could do anything he collapsed on to the ground screaming in pain.

"What's happening to me?" XLR8 asked as he started to grow taller to about 10 feet give it take a few inches off.

He started to lose his wheels along with most of his original armor as it began to move to the vital parts of his body.

His skin took on a burnt orange color. on his arms he gained Silver Armored Bands with three curved armed Blades and grow normal Human fingers with very sharp points. His tail lost all of its armor and Sharp point at the end. His face elongated into a more reptilian like creature with three rows of small sharp teeth as the Ultimatrix symbol was on his Forehead.

Basically, Ben transformed into an Alien-EVO, due to the Nanites in Menagerie somehow causing changes to the Alien DNA inside the Ultimatrix.

"GILAFLAME!" Ben shouted before making some kind of reptile noises.

"BEN! Are you ok?" Yang asked, worried that he would become some kind of mindless monster.

"Rag laraguna..." Ben replied, showing this form can't speak English before running around the Cyberdemon creating fire by dragging his blades across the ground and throwing it directly right at the EVO.

Growling in anger at the Alien-EVO, the Cyberdemon raised its robotic arm, revealing to the others a Rocket launcher as it used it to attac Rex and the girls.

Raising the Block Party to lessen the damage. Rex's instinct proved right as the shield broke like glass surprising everyone.

"Rex, Use the Slam Cannon! Hit it in the back of the head!" Ruby ordered, having an idea of her boyfriend can defeat this EVO.

Nodding his head at his girlfriend's order, Rex pulled out the Slam Cannon to most of the White Fang's amazement, as he then shot the Cyberdemon once in the leg and in its head.

Growling in anger, the beast unleashed a barge of Rockets at the four.

But Weiss used her Time Dilation Glyph on Blake, allowing her perception of time to slow down, letting her able to cut them in half so fast, they did not explode until they hit the ground.

The Cyberdemon tried to charge the four only to be tackled by a large burnt red 8 foot tall (12 foot tall, if standing on its hind legs.) Alien-EVO.

It has the muscular build of Rath, his arms where just as muscled as Four Arms with both sets of arms fused, he has gray stripes on his arms, legs, and tail. His tail had three small spikes and one large large point at the end in a diamond green. On his arms, he had wrist mounted rocket launchers and two sets of chains connected to each arm that extends when needed to fit his sharp three fingered hands. His armor covered all of his upper body except for his head as his armor goes down to just above his legs. On his shoulders in his armor holds a auto turret that fires anti-bunker bullets. His face was cat-like with three horns two on each side of his pink nose facing down and one above the nose pointing up. The top of his head was in the shape of a cross between a arrow and trident with the ends having the same points of his tail and the Ultimatrix symbol was on the middle of his Chest Armor.

"TATSURION!" The Alien-EVO roared, throwing the Cyberdemon outside the base breaking its other horn.

Seeing its other horn broken, the EVO quickly unleashed its bone-like blade with electricity emitting from it.

Smirking in excitement, Tatsurion pulled out his Chains and began smacking them into the ground, creating sparks.

"GIRLS, REX, STAY OUT OF THIS ONE!" Tatsurion ordered, throwing his chains at the monster as it directly hit the rocket cannon, making it miss.

Growling in anger, the beast lifted its sword, creating a very large wall trapping the two in its small space.

The monster seemed to be smirking before the two charged at each other with their fists raised.

As the two were near each other, the Cyberdemon used its a small booster pack, catching Tatsurion off guard as he was punched in the face with the rocket arm, breaking the wall.

The Cyberdemon was not done yet as he quickly grabbed Tatsurion's face, lifted him up in the air and kicked him in his "Little Friend", then threw him in front of Sienna Khan.

BGM END.


Galvan Prime AKA Galvan Mark II

Ben's Universe.

On Galvan Prime AKA the home world of the Galvans, Azmuth, Max Tennyson, Eunice, and Julie's pet, a dog-like Galvanic Mechamorph, Ship were working on a portal that will lead them to Ben where ever he is.

The work was almost done when Max dropped a tool he was grabbing with a far fearful off look in his eyes.

"Max, are you ok?" Azmuth asked, worried for his old friend.

"Yes, Azmuth, I'm fine. It's just that someone just kicked my grandson in the nuts..." Max replied, making them all take a moment of silence for the poor fool.


Back with Ben.

BGM- monster. – by Skillet.

"NO ONE KICKS TATSURION THE UNCHAINED IN THE NUTS!" Tatsurion roared, slamming the Ultimatrix symbol on his chest as he activated the Evolutionary Function, causing the four familiar spikes to pop out from the symbol as the Alien-EVO was consumed by the familiar emerald light.

When Tatsurion was done evolving, he now stood 9 feet tall.

Not only was he bigger, but now he sprouted more spikes on his back as he now supported two long curved horns, but in reality, they were actually his wings folded up.

"ULTIMATE TATSURION!" the Ultimate Alien EVO announced as he finished assuming his Ultimate Form.

"LET ME TELL YOU SOMETHING, EVO, WHO I HAVE BEEN REFERRING TO AS THE CYBERDEMON! NO ONE KICKS TATSURION THE UNCHAINED IN THE NUTS AND WALKS AWAY UNHARMED!" Ultimate Tatsurion yelled, not only revealing that his Ultimate Form was mutated from the Nanites, but also pulling out his Wings and his Gatling Guns.

Flying high into the Air while dodging all the rocket strikes, Ultimate Tatsurion started to fire both his rockets and gatling guns, making the Cyberdemon even more angry.

Realizing that this wasn't working, Ultimate Tatsurion flew down tackling the Cyberdemon, punching him into the ground as he knocked a few teeth out before he found out the hard way.

It can coat his entire body in electricity before he was head butted right in the face.

The two stared at each other for thirty seconds before charging at each other again, coating their entire bodies in their respected elements as they continued to punch each other's fist, creating a shockwave.

"At the rate these two are going, we won't be able to cure the DNAliens." Blake stated, still watching the fight in front of her.

"Unless you have a way of helping him without getting burned, 'cause we can feel the heat from here and we're going to stay here." Rex added.

"I might have a way. If you have Ice or Water dust, hand it over." Yang proposed, an idea forming in her head.

Back to the fight where the two EVOs still continued to punch each other until Ultimate Tatsurion was sent flying by a punch in the face and a rocket to the chest.

Knocked to the ground, Ultimate Tatsurion looked up to see the Cyberdemon raising his cannon at his face.

Closing his eyes waiting for the end to come only to hear the sound of Yang firing Ice Dust at the EVO, freezing it's legs and cannon.

"TAKE HIM OUT, BEN!" Yang shouted, cheering for her boyfriend to finish off the EVO.

Ultimate Tatsurion's eyes widen when he realized what she was up to as he then shot some spikes out of his tail.

When the spikes left his tail, the ends ignited and landed in one of the Cyberdemon's eyes.

As the Cyberdemon roared in pain, he didn't see his opponent swept him off his feet with a tail strike to the legs, then throwing him ten feet in the air as he then threw his chains at the Cyberdemon's legs, pulling him down as he then slammed him into a lone random cart, knocking him out.

BGM END.

Even though the fight was over, Ultimate Tatsurion still continued to punch the EVO all over its body before he ripped out the mechanical arm and put his hands on its chest.

To everyone's surprise especially Rex, familiar Nanite Blue circuitry lines appeared all over its body, making Rex realized that his partner can somehow cure EVOs now just like him.

When it died down, it revealed a knocked out Bull Faunus with a now broken mechanical arm as he was wearing an Atlas Military science uniform.

"You can cure EVOs now?" Rex asked, surprised and excited that Ben can cure EVOS now just like him.

"I guess so..." Ultimate Tatsurion replied, sitting down so he can rest a little.

"You called these things "EVOs"... What are they and how do you know of them?" Adam asked, pointing his sword at Rex.

"They're like me, the result of illegal child experimentation." Rex explained, completely unfazed of the Bull Faunus's sword pointed at his throat.

"I knew I recognized your face from somewhere, you're one of the four people to go to court for possessing space bearing technology, and you are the one to put an X on the moon." Sienna said, seeing and recognizing the green hourglass symbol.

"Yep, but you also forget to mention the proud CEOS of Heroes United: Dust Shipping Company, but we haven't let the public know that fact, so I'll forgive you for that." Ultimate Tatsurion replied, sounding more sarcastic.

"Have you released your Energy today? You are sounding more sarcastic then usual." Blake asked, knowing about his problem since she has talked to his Grandma.

"No, I'm going to let it build up until I need it, cause something tells me I will need it." Ultimate Tatsurion answered, getting up and walking over to Sienna.

"Tell me where the Nanite wave originated from along with the reports of missing people." Ultimate Tatsurion asked, getting a glare from the tiger Fannus.

"I don't take orders from a human." Sienna sneered before she was picked up by Ultimate Tatsurion.

"Do I look human to you?" Ultimate Tatsurion asked, growling to prove his point.

"Everyone stand down!" Ilia proclaimed, coming out of the shadows.

"I could hear and see everything while I was under that things control and I know what they are planning." Ilia stated, knowing what's going on.

"What are they up to?" Blake asked.

"They are making preparations for the Queen to spread the Xenocytes across the world faster." Ilia explained.

"How?" Ultimate Tatsurion asked, wanting answers.

"They are using something called the Sky Walker. Unfortunately, I don't know what it is, but I do know who and where their Queen is." Ilia answered, looking at Blake sadly.

Ultimate Tatsurion quickly noticed her look until his eyes widen in realization.

"It's her father isn't it?" Ultimate Tatsurion asked, making the Chameleon Faunus nod her head.

"Where is he? If I can cure him, then the rest of the parasites will die." Ultimate Tatsurion asked, knowing that he can destroy the Queen and free Blake's father.

"It's not that easy. Under the Queen's control, she brought a giant version of them that can control the rest of the non Xenocyte's." Ilia explained.

"That might be a problem. But before we go there, we need to find out what caused the Nanite wave." Rex added, wanting to find out who or what caused it to happen.

"We tracked the source of the Wave from somewhere in the Grimm Lands in a old science bunker before it was overrun by Grimm about 20 years ago." Sienna explained to the group.

"Thank You. Now, if there are anymore EVOs like that, send up this Green flare and Rex or I will come as soon as we can." Ultimate Tatsurion explained, giving the flare to the High Leader before pulling out his wings.

"Your name's Ilia, was it?" Ultimate Tatsurion asked, getting a nod from the Chameleon Faunus.

"Please come with us, I need to know more about there plans if we're going to stop it." Ultimate Tatsurion stated, crouching down so others can get on.

"Go with them! They are the keys to stopping them." Sienna said wishing them good luck.


In the Grimm Lands AKA The Land of Darkness

"You all go inside, I will wait out here." Ultimate Tastsurion instructed, looking around for any Grimm.

"Why don't you change back?" Weiss asked.

"I don't know if the Nanites will affect my Human form, so until we can stop all of this, I will remain in "Semblance" Mode." Ultimate Tatsurion explained before he pointed his rocket launcher at a Nevermore Grimm, shooting it down to the ground.

"Let's just get this over with." Rex said opening the door as the group went inside.

Inside was a bunch of old computers dating as far back to the Great War, it's amazing that these things still work.

What the? Is that a Nanite generator?!" Rex asked, surprised and a little worried.

"That shouldn't be possible! You told us that the only ones who know how to make are dead, locked up, or missing." Ruby explained, remembering her boyfriend's knowledge that have to do with Nanites in his universe.

"Shh, quiet!" Blake whispered, using her enhanced hearing via her Cat ears.

"It seems that we're not alone..." Blake stated, pulling out her katana in gun mode.

"Indeed you are not..." A familiar voice said coming from the next room, revealing itself to be the familiar sentient six-year-old Nanite from Rex's Universe.

"ALPHA?!" Rex roared, pointing Roman's cane at the sentient Nanite as there is little room to use his Builds.

"Hello, Brother. Perhaps you can tell me why there aren't any of our Brothers here?" Alpha asked, not seeing anyone as a threat.

"How did you escape your prison in the Null Void?" Rex asked, still pointing Roman's cane at the sentient Nanite.

"No mere prison can hold me... Now, give me the Omega-1 Nanite and I will let you go." Alpha stated, wanting to stabilize himself with the Nanite that will supply him a body due to its self-replicating program.

"Not going to happen, you Nanite Monster! NOW, BEN!" Ruby yelled, preparing to hit the deck.

The others dived out of the way just in time to avoid a wall collapsing and the rain of bullets and fire directed at the sentient Nanite.

"Aah!" Alpha cried out in pain before he escaped through one of the air vents.

"Coward! Let's get back to the city, something weird is going on!" Ultimate Tatsurion explained, punching a hole in the ceiling big enough to fly out.


Back in Mengaerie's main city, Kuo Kuana.

"Rejoice my children! Soon we shall spread across the world." the Xenocyte Queen proclaimed, wanting to infect the whole World of Remnant.

"Not going to happen buddy!" Ultimate Tatsurion stated, landing in front of the Atlas ship with the words Sky Walker on the side.

"There is no need to fight us for we are the future of this world! Please join us, there is a place at my side for a powerful being like you." The Xenocyte Queen reasoned, wanting the Ultimatrix-bearer as a King.

"DAD, PLEASE FIGHT THIS! I KNOW YOU'RE STILL IN THERE!" Blake begged, hoping her father can hear her voice.

"I know you... You're the daughter of my host, he thinks often about you." the Xenocyte Queen said in Ghira's voice.

"End this madness now and it will be painless." Ultimate Tatsurion ordered, giving the Queen one chance to stop this madness.

"If you are not with me, then you are my enemy! KILL THEM!" The Xenocyte Queen ordered, walking into the Belladonna Family Home.

Before the first Faunus-DNAlien could approach them, it was shot by a laser from the sky, turning it into a Fox Faunus with a long bushy tail.

Everyone looked up to see Gwen and Verdona in there Anodite forms carrying Kevin on a platform as he carrying a case full of DNA Repair Guns.

"It took us awhile, but they now work on Faunus." Kevin explained, throwing a DNA Repair Gun at each member of Team RWBY.

"Thanks! Now, LETS DO THIS!" Blake roared, ready to end this once and for all.

BGM- RISE- by Skillet.

Pulling out his chains, Ultimate Tatsurion started to literally knock the parasites right off of the Faunus and Atlas soldiers while wrapping the chains around the EVOS, curing them before he was punched by an EVO that takes the appearance of a muscular, goat legged demon with slightly tan legs and hooves. It has a pink upper body with Muscles that would make an Appoplexian jealous.

"This is going to be fun." Ultimate Tatsurion stated, cracking his neck.

The two charged at each other, putting there hands on each other's shoulders as they tried to push each other into the ground, but it was clear that they where evenly matched.

They continued to push each other back until Ultimate Tatsurion was head butted, then thrown into a squad of Xenocyte's.

Getting up only to be swarmed By Xenocyte's until he was buried.

"GET OFF ME!" Ultimate Tatsurion roared, igniting his body hot enough to make them leave before pulling out his Gatling Gun, firing B.B. pellets so he won't kill them as it'll just give them a real sore nonlethal injury.

"Hey, watch it! You might kill someone with that!" Weiss shouted, almost getting hit by the pellets.

"There BB gun pellets, this thing has two settings: stun and kill." Ultimate Tatsurion explained before he dodged a red ball of energy from the now named Hell Baron.

Growling in anger, Ultimate Tatsurion took a deep breath and started to breath fire on the Hell Baron, taking it by surprise.

Not letting up, Ultimate Tatsurion unleashed a hellfire of rockets and bullets all at once, damaging it further long enough for him to run up and grab its horns, smashing it into his knee and throwing it into a pillar of Blake's house.

"Careful, Ben, that's my house!" Blake pointed out, not wanting her home to be accidentally demolished.

"I'll fix everything later, don't worry." Ultimate Tatsurion replied, counting to fire bullets.

Even though it was under extreme pain, the Hell Baron got up and charge again only for it to be hit with the Slam Cannon to its side.

"Thanks! Now, let's cure this thing!" Ultimate Tatsurion exclaimed, throwing Rex like a football at the EVO so he can cure it.

As the Human EVO put his hands on the EVO, the familiar sky blue circuitry lines appeared on the Hell Baron, it started to get smaller until it transformed back into a familiar Cat Faunus who is the mother of Blake, Kali Belladonna.

BGM end.

"MOM!" Blake shouted, glad that she was cured and back to normal.

But who could blame her, after all, she did just take a beating from an Alien-EVO and his Human EVO partner.

"This is going nowhere! For every one we take down, two more take its place!" Kevin shouted, continuing to fire on the DNAliens.

All was about to seem lost when a wave of Xenocyte's and EVOS were frozen into popsicles.

Looking to the other side of the battlefield, they saw an army of the White Fang, the members charging in with weapons ready at their arms.

"FOR MENAGERIE!" Sienna shouted, leading the charge with her Chain Whip now firing a detachable Ice Dust blade.

"YOU ALL TAKE CARE OF THIS, IM GOING TO STOP THE QUEEN! IF IT FALLS, HALF OF THERE FORCES WILL BE TAKEN OUT!" Ultimate Tatsurion ordered, running to the Belladonna Family Home with Blake and Ilia following behind.


Inside the Belladonna Family Home

Inside the Belladonna Family Home was filled with Xenocyte slime and buckets full of the Xenocytes, ready to be shipped all across the world.

The Xenocyte Queen was sitting in the center of the living room in a chair fit for a king or queen in this case.

"So we are here at last... This is the part where I say how you will never defeat me, then I pull out some secret weapon that fails, as you then stop my evil ways just like in those old Spy Movies." The Queen said as she was not at all worried.

"I wouldn't mine doing that." Ultimate Tatsurion replied, holding Blake back so she won't do anything stupid.

"Well, this isn't that kind of movie." The Queen stated before letting out an inhuman Roar that shouldn't be made by anything that is alive or dead.

"It's coming! We're so dead." Ilia added, panicking as she was about to face death.

"What's coming?" Ultimate Tatsurion asked before he heard something rising from the ocean.

What he, Blake, and Illia saw was a simultaneous picture of a cross between an octopus head, the skin and wings of a dragon, and a body of a human. Its head was full of tentacles that seem to have a mind of their own as its claws was sharp enough to cut through mountains like a hot knife through butter. It was 30 feet tall and still growing with the Nanites and Xenocytes fusing to its body.

This is the Ultimate breed of Aliens and EVOs or DNAliens and EVOs specifically, Cthulhu.

"This is what will bring my children around the world!" The Queen exclaimed, watching their horrified faces.

"Blake, help the others, I'm going to stop that thing." Ultimate Tatsurion ordered, flying high to take down this horrific abomination.

BGM - Animal I have become – by Three Days Grace.

The whole area over the ocean lighted up with a emerald green light.

In Ultimate Tatsurion's place was a 40 foot tall dragon with armor covering its entire chest with three curved spikes running down the middle pointing up. His arms supported arm braces one covering his forearm down to his elbow on his right hand is left-hander was completely covered up with a robotic arm each hand support for claws. His legs are completely covered in the front leaving a gap big enough for his knees to bend comfortably. His Wings were as big as three football fields and had three rows of teeth with two large fangs at the front pointing up. He wore a helmet that covered most of the top part of his neck and between his Wings held a very large minigun that would put holes in his enemy like Swiss Cheese and on his shoulders he carried a ballistic missile launcher on each shoulder and next to the minigun was a Sword as long as the Grand Canyon. His Tail had no armor except for at the end which had a Scythe Head and the Ultimatrix symbol was on the front of his Helmet.

"INFERNUS!" The God amongst Dragons pulling out his Sword taking to the Sky's cutting off some of the feelers.

(The tentacles for those that don't know that.)

The DNAlien-EVO roared in anger at being attacked by this inferior creature as it grabbed its tail pulling it down into the water before diving in.

Infernus was glad that this form had a Oxygen mask worked in his helmet as he was being dragged deep underwater before he managed to point his gun at the DNAlien-EVO, killing a bunch of the Xenocytes as well as making it angry.

Roaring with a cry that would make Ultimate Echo Echo deaf, the DNAlien-EVO tried to remove Infernus's gun, only to get some rockets to the face before being dragged back to the surface.

"LETS TAKE THIS TO THE SKY!" Infernus roared, throwing Cthulhu as he is now calling it before grabbing his sword and taking off after it.

To the views in both Faunus and Humans on the ground in Menagerie, it looked like a battle between the Gods.

It was as if nature itself was at war with itself: Water vs Fire, Dragon vs God, Life vs Death, the winner would decide the fate of all of the World of Remnant.

After throwing Cthulhu back down and after cutting its wings off, it started to move back to the ocean.

'Why does it keep going to water?' Infernus wondered before remembering something from biology.

'Some creatures like Octopus dry out easy as they need to constantly remain wet or they will dry out.' Infernus remembered.

His eyes widening in response, if a dragon could, he would have a full on shark grin.

"EVERYONE! IF YOU HAVE FIRE DUST OR ANYTHING THAT IS SIMILAR, TARGET THE BIG ONE! IT WILL WEAKEN IT!" Infernus instructed before releasing his own HELL of FIRE on the DNAlien-EVO.

Everyone quickly caught on what the Alien-EVO was doing as they quickly unleashed their Fire Dust of Hellfire on the DNAlien-EVO, drying its skin even faster.

Raising his sword, he quickly used his semblance to copy the Schnee Family Semblance, making his sword even heavier as he stabbed it into the DNAlien-EVO's hand just before it touched the water.

"Rex, I may need some help!" Infernus yelled, knowing just how hard giant EVOS are to cure as his partner came over to his location and put his hands on the DNAlien-EVO's legs while Infernus put his on its chest along with hitting the Ultimatrix symbol to shoot the green genetic repair beam to destroy the Xenocytes.

As the Nanite blue circuitry lines appeared combined with the Ultimatrix's green genetic repair beam, Cthulhu start to shrink down until it was once again, revealing to be Winter Schnee.

BGM End.

"Now where is the Queen?" Infernus asked, as he was looking in the Belladonna Family Home finding no one.

"He's right here." Blake replied, holding her tied up father.

"Thanks! Gather up the rest of the EVOs! If you see one, find me or Rex." Infernus instructed, pressing the Ultimatrix symbol to shoot the green genetic repair beam at Ghira, curing him as well as killing all the Xenocytes and then taking care of the rest of Menagerie.


Belladonna Family Home

4 hours later

After a long day of fighting and curing, they finally cured the last EVO.

Ben then transformed into Clockwork, fixing everything once the Nanite level went down.

After fixing everything, the two teams plus Verdona was offered a place to sleep at the Belladonna residence.

After they all had eaten dinner and Blake's parents going to bed, the rest gathered in the living room because Ben had something to say to the other two members of Team RWBY.

"After much consideration, I have decided to let the both of you try on the Ultimatrix." Ben explained, much to the Ice Queen and Cat Faunus's shock.

"Are you sure, you trust us that much?!" Weiss asked, shocked along with Blake as Ben is letting the two of them try on the Ultimatrix.

"Yes, but for safety reasons. According to Azmuth, I can only allow one transformation for someone he has not met yet." Ben explained, as the Ultimatrix went from Recharge Mode into Active Mode, symbolizing that it fully recharged its power as the hourglass symbol changed from Red to Green.

"Ultimatrix, User Access Voice Recognition Mode." Ben commanded as the Ultimatrix A.I. responded, the green hourglass symbol flashing each time it spoke.

"User: Ben Tennyson recognized. Voice Command Mode activated." The Ultimatrix responded, making Weiss and Blake look at the Level 20 Alien device in awe as it has its own A.I. or Artificial Intelligence and it speaks in Ben's voice.

"Ultimatrix, initiate New User Function; Command Code: 1010 - Activate 10." Ben mandated at the Galvan device again as he inputted the command code.

"Command Accepted. New User Function: Activated." The Ultimatrix responded as it deactivated the Master Control Access and began to activate the New User Function.

As soon as he finished inputting the code, Ben pushed the black rectangular button next to the dial, allowing the gauntlet-shaped watch to become bigger as then he took it off his left arm and handed it over to the Schnee Dust Company Heiress.

"Here you go, Weiss, just don't go Jury Rigg like Ruby did." Ben said giving Ruby a small glare as she smiled sheepishly.

"What did she do?" Blake asked, curious of why her leader would go Jury Rigg.


Flashback of how Ruby as Jury Rigg destroyed Beacon Academy

The four plus Kirby stood outside of Beacon Academy which was nothing but a flaming pile of rubble with the entire school population of everyone glaring at the four.

"Don't worry I'll fix this!" Ben exclaimed, transforming into Gutrot to use his Fluoromethyl-hexafluoroisopropyl-ether gas to wipe everyone's memories of this incident and to put them to sleep as he then changed into his Chronosapien form, Clockwork, to fix everything with his time powers.

"You are never using Jury Rigg again." Rex stated, carrying the other two members of Team RWBY back to there dorm.

Flashback ends


Back to the Present

"Yep, it did not end well so let's just leave it at that." Yang said giving her younger half-sister a small glare.

"Yours was not too much better." Ruby retorted, knowing that Jury Rigg is her favorite alien along with XLR8, Fasttrack, Upgrade, Ditto, and Mimic, etc.

"Now I'm curious." Weiss putting on the most powerful Level 20 Alien gauntlet watch in Ben's Universe as the watch itself shrunk to fit on her left wrist and changing its color scheme from Green to White.

The Ultimatrix then began scanning Weiss's DNA, adding it to the list of current users that will allow them to access and transform into one of the one million alien DNA samples in the database or the Codon Stream on Primus and hyper-evolve them to their Ultimate Forms with the Evolutionary Function.


Flashback of Ben letting Ruby and Yang try on the Ultimatrix

"Girls, I've been thinking." Ben began as he spoke to his girlfriend and little sister figure.

"This should be good..." Yang said as she was cradling and feeding Kirby his bottle with the formula while Ruby read her weapons magazine.

"I think you two are ready to try on the Ultimatrix." Ben finished, much to the shock of the two half-sisters.

"Are you serious?!" Ruby asked, dropping her weapons magazine in shock.

"Yes, but you're only allowed one transformation due to safety reasons that Azmuth put in unless I touch the symbol." Ben explained, activating the New User Function along with deactivating the Master Control Access.

As soon as he pushed the black rectangular button next to the dial, the Ultimatrix became bigger in size as Ben slipped it off his left arm.

He then handed it over to Yang as she then slipped it on her left arm, the alien gauntlet-shaped watch shrinking to fit perfectly on her left wrist.

She literally loved the gauntlet-like band as it was extending up to almost half of her forearm although her Dual Ranged Shotgun Gauntlets AKA her Ember Celica covered her hands and forearms, acting as arm guards, but it didn't really matter to her.

(Seriously, Gauntlets are Awesome!)

The Ultimatrix then started beeping as the green hourglass symbol began flashing emerald green.

After a minute of the watch beeping and the hourglass symbol stopped flashing emerald green, the dial soon popped up to reveal the Ultimatrix's power core.

The Intergalactic Peace Symbol on the dial then began changing into a diamond shape similar to the Prototype Omnitrix in its pre-recalibration as it began to alternate between hourglass and diamond shape.

Then a hologram of an emerald green chain appeared as it transformed into a double helix/DNA strand and was then sucked into the Ultimatrix's faceplate.

"Here you go, just give it about a minute or two to scan your DNA unless you want to turn into a clone of me like Albedo." Ben stated, stopping his girlfriend before she pushed down the power core just in time.

After waiting a minute, the Ultimatrix had shifted its color scheme from Green to Yellow.

This shows that the user can change the color scheme of the Ultimatrix.

"Whoa! That is so cool!" Ruby exclaimed with her silver eyes sparkling at the Ultimatrix changing its color scheme.

"I didn't know it could change colors." Rex added, fascinated by his partner's alien gauntlet-shaped watch having cool features.

"Neither did I." Ben replied, already remembering the first time when he first took the Ultimatrix from Albedo by force after he had to self-destruct the Omnitrix to prevent Vilgax from using it.

"Alright, so how do I work this?" Yang asked, wanting to transform into her "Hot Stuff!" or her boyfriend's Pyronite Form that she loved and favorited as her favorite alien, Heatblast.

"First, you turn the dial, Next, when it pops up, select the Alien you want by turning the dial clockwise or counter-clockwise, Then, when you find the hologram of the Alien you want to transform, you have to push the core back in as it will trigger the transformation." Ben explained, turning the dial for her as it popped up, revealing a yellow hologram of Grey Matter on top.

"Cool! Now give me a minute." Yang said, cycling through the playlists by turning the dial clockwise until she found the hologram of Heatblast.

"Here we go!" Yang exclaimed, slamming the core down as everyone was blinded in a flash of bright Yellow light.

In Yang's place was not Heatblast instead it was a female Appoplexian.

The females are not to different from the males as they look exactly like them, however, Yang's Female Appoplexian is unique as she now has a tail, and claws on her finger tips while still retaining the large, single black retractable black claw on each wrist.

Yang wore a traditional red Chinese vest with golden vine patterns and black trim, held together with small metal fasteners and a waist wrap. She also wears black silk pants and black sandals with soles designed to resemble paw pads.

The Ultimatrix symbol was located on her chest as it was now yellow and her eyes are Lilac.

"TIGRESS!" Tigress shouted, performing a pose.

"Hey! This isn't the right one, I wanted the hot stuff!" Tigress pouted.

"Well, look on the bright side, the glitch has finally stopped." Ben stated, glad that Rath won't be shamelessly running around butt naked anymore.

"What glitch?" Ruby asked confusedly, looking at her big brother figure.

"The glitch where it doesn't give Rath clothes whenever I transform into him. It turns out that Appoplexians or Rath's species have a highly advanced storng sense of shame." Ben answered, trying not to laugh as realization came over them.

"Wait, then that means..." Ruby said as her silver eyes widened along with him and her boyfriend.

"...You have been running around BUTT NAKED!" Rex finished, letting Ben release his laugher.

Ben would have continued if not for Tigress grabbing him by his jacket collar and holding one of her large, single black retractable wrist claw near his face, causing him to sheepishly smile at his transformed girlfriend.

"LET ME TELL YOU SOMETHING, BENJAMIN KIRBY TENNYSON, ADOPTED FATHER OF OUR SON, KIRBY XIAO LONG/TENNYSON WHO IS ALSO MY BOYFRIEND! YOU WILL NO LONGER TRANSFORM INTO RATH UNTIL THAT GLITCH IS FIXED! ONLY TIGRESS CAN SEE YOU NAKED AND THAT IS WHERE TIGRESS'S BABIES ARE GOING TO COME FROM!" Tigress roared before Ben pushed the Ultimatrix symbol, turning her into Heatblast.

Yang's Heatblast form was not too different from Ben's but much more feminine. Her Heatblast was leaner, her chest was larger, and her face was longer and more curved. Her forearms were considerably skinnier than Ben's Heatblast and was shorter than his by two feet. The flames on her head went down her neck acting as her hair and her Ultimatrix symbol is yellow as she wore it on her chest.

(For a better picture, look up Pyroblast pyronight by Fairloke on Deviantart.)

"PYROBLAST!" Yang shouted, checking her new form in a full body mirror they bought from the store earlier.

"Damn, and I thought that I was hot before." Yang mumbled before the watch timed out.

"Aw, man! I thought I was hoping that it would last longer." Yang pouted, pushing the black rectangular button next to the dial, making the watch larger as she slipped it off her left arm as she gave it back to Ben.

"It never lasts as long as you want the first time." Ben replied, re-activating New User Function before giving it to Ruby.

Ruby then slipped the alien gauntlet on her left arm, shrinking to fit on her left wrist as the Ultimatrix began scanning her DNA and adding it to the list of Users that includes her half-sister's and Ben's DNA.

Once it finished scanning her DNA, the Ultimatrix shifted its color scheme from Green to Red.

Although, Ben frowned a little at the Red color scheme as it reminded him of Albedo, but shrugged it off as Ruby's shade of red is more Red Like Roses.

While Albedo's shade of red is considered to be more Negative Red.

"Let's go Jury Rigg!" Ruby shouted, turning the Ultimatrix dial as it popped up along with the core.

After scrolling through the playlists by turning the dial counter-clockwise, Ruby was able to find the hologram of Jury Rigg as she pushed the Ultimatrix power core, blinding everyone in a flash of Red light as she began to transform into the little gremlin-like alien.

Ruby's Jury Rigg looked almost the same as Ben's, but hers has sliver hair in a ponytail, silver eyes, amd her Ultimatrix symbol was in Red.

They all had a bad feeling looking at the little gremlin-like alien but before they could catch her, she not only used Jury Rigg's enhanced speed that is used while fixing/breaking machinery but she also combined her Semblance along with it, leaving her imprint on the door as she was laughing the whole way with screams following her.

"What have I done?" Ben asked, now feeling very much afraid.

Flashback ends.


Back to the Present

"What did Ruby do?" Verdona asked while making Cookies for Ruby.

"And when was this?" Gwen asked secondly.

"Back then when we where ignoring these two." Rex answered, not even wanting to think about what his girlfriend did.

"Alright, so what do I transform into?" Weiss asked, activating the dial as she began to scroll through the Ultimatrix's playlists, turning the dial clockwise before landing on the hologram of Jumping Jack.

'This might be the best way to see what it is like being a Faunus...' Weiss thought, gently pushing down the core, blinding everyone in a bright flash of White light.

In Weiss's place was a female White Rabbit Faunus wearing a tight, white gymnastics leotard with the Ultimatrix symbol in White on her chest as it was almost blending into the fabric if it didn't glowed brightly and she has long white Rabbit ears. She also wore white calf-high combat boots, and cyan blue gauntlets.

"JUMPING JILL!" Weiss shouted before she was shushed by everyone.

"You forgot about my parents! They don't know about this." Blake said, reminding Weiss that her parents were still asleep.

"Sorry, I don't know why I said that." Weiss replied, jumping high into the air doing some gymnastics using some of her glyphs to her advantage before landing on her feet, giving everyone a bow as the Ultimatrix timed out, turning her back to normal.

"So that was what is like to be a Faunus. With those ears, I could hear the crickets outside." Weiss stated, trying to hear them now as she removed the Ultimatrix from her left wrist and handed it over back to Ben.

"Yep, though these ears are not great for things like concerts or a movie theater." Blake replied, wiggling her ears to prove it while waiting for Ben to activate New User Function again.

After receiving the Ultimatrix, she slipped it on her left arm as it shrunk to fit her left wrist.

She then waited for it to scan and add her DNA to the list of current users as the Ultimatrix changed its color scheme.

After it changed to a purple color scheme, she scrolled through the playlists by turning the dial counter-clockwise.

As she was scrolling through the alien holograms, none of them managed to catch anything of interest to her until she found the hologram of Ben's Kirby or Nintendon Form, Mimic.

"Let's try this." Blake said, slamming the core down and blinding everyone in a flash of purple light.

In Blake's place was not Mimic instead it was a pale orange female Vulpimancer who was one foot shorter that Wildmutt and her Ultimatrix symbol was purple as she wore it on her chest.

"WILDMUTT!" Yang shouted in an overly exaggerated deep voice making everyone look at her.

"What? She can't talk someone had to say it." Yang explained, reminding everyone that a Vulpimancer can't talk unless they go Ultimate with an Evolutionary Function.

"Thank you! At least someone understands." Gwen added, glad that Yang agreed with her.

She had to say her cousin's Vulpimancer name as he used it to track the scent of the Merlinisapien, Prisoner 775 as he used his camouflage to get away from them.

"What does this one do?" Weiss asked, as the Vulpimancer looked different from the one she had seen before that Ben used.

(Just so everyone is clear, she has only seen Ultimate Wildmutt.)

"Basically, the same thing as its evolved form, only it's just not as strong and you can't talk." Ben explained, going to the kitchen and grabbing a stripped Eel, getting Blake's attention.

"If you can find the eel, you can have it." Ben instructed, throwing it at the foot of the stairs.

Getting excited for reasons unknown since Blake hates eel, she ran to the stairs and started to devour the eel.

"Vulpimancers love eel for some reason." Ben explained, seeing the wide eyes of her team.

"Wildmutt's powers include enhanced strength, enhanced agility, and a very strong sense of smell." Ben added, before Blake timed out as she gave him a glare with her pupils narrowing into slits.

"If you ever make me eat eel again, I will remove what makes you a man and it will be extremly painfull for you." Blake warned as she doesn't tolerate eel at all.

"Noted. Here, I'll let you have another try. You said you wanted to transform into Mimic is that right? " Ben replied and asked, receiving a nod from Blake as he began to give Blake one more transformation by inputting the command code again.

"But since you slammed the core down, it caused you to mistransform or it turns you into the wrong form which Yang here did when I let her try it on. So please, don't slam the core like that again if you really want to transform in the right form." Ben added, getting another nod from the Cat Faunus.

The reason Blake wanted to transform into Mimic is because obviously Kirby is so cute.

Next, when Yang told her that his late birth mother wears a red ribbon tied into a bow on her head, Blake instantly pictured it into her mind, as she was silently mumbling that Kirby's birth mother looked so cute and that's why she chose Mimic.

Finally, when sometimes she babysits Kirby by reading him fairy tale books, Yang told her that he wants to have his head rubbed while reading a book to him and when she did, Kirby cutely purred like a baby kitten or cat.

Normally, Blake would be offended by some people who tend to purr or saying Meow due to being a Cat Faunus, but for Kirby he was the only exception.

She was blushing as she squealed quitely, hugging the adorable baby puffball and muttering about that she won't be offended and mad at him for purring like a kitten as he was just an innocent, harmless, and adorable alien baby.

As soon as Ben gave her another access, Blake then turned the dial clockwise as she scrolled through the Ultimatrix's playlists again.

After finding the hologram of Mimic again, she gently pushed the core down as everyone was once again blinded by the bright flash of purple light.

In Blake's place was a female version of Mimic with light purple skin, amber eyes with a single eyelash on each eye, purple cheeks, and dark purple feet. She also has a black ribbon tied into a bow as it was worn on the top of her head and the Ultimatrix symbol in purple was located two inches under her mouth just like Ben's Mimic.

"MIMIC!" Blake shouted in a adorable voice as she was picked up by Weiss.

"You're so cute..." Weiss whispered, cutely hugging her transformed Cat Faunus as she was baby talking about how cute she looked along with her black ribbon, making her blush as everyone was silently awing at the scene they were witnessing.

Weiss then passed Blake over to Ruby and Yang as the two half-sisters were also cooing at their transformed Cat Faunus teammate of how adorable she looks. Blake blushed even more as Ruby complimented of how she looks just like Kirby's birth mother, Martha while Yang gently hugged her close to her chest, making her blush harder even more.

Even though this form has a microscopic nose, she would be nosebleeding of why she was being hugged very close to her partner's breasts.

As soon as Yang stopped hugging her partner, she gently put her down as the Ultimatrix timed out, signaling that Blake transformed back to normal.

Blake then handed the Ultimatrix back to Ben as she told everyone that the reason she chose Mimic is because she loves babysitting and reading child friendly books to Kirby as he purred like a kitten whenever she rubs his head and saying that she wasn't offended by it, earning awww's and oh's in reply.

"Okay, now let's go to bed. Kevin said that the Rust Bucket 3 will be fixed tomorrow." Ben stated, since the ship's engine was destroyed during an EVO chase.


The next morning.

Everyone (beside Adam and some of the firmly human haters.) gathered outside to see their heroes off which also meant unfortunately for our main two Heroes meant more fangirls much to Kevin's amusement and there girlfriend's anger and jealousy.

As they all walked into the Rust Bucket 3, Blake asked if she could talk to her parents before they leave.

"Mom, Dad, I'm sorry. I've never called you or anything, but I didn't want you to hold anything against me for calling you cowards when you defected from the old White Fang." Blake said with some small amount of tears as she held her head down in shame before she was brought into a hug by her father.

"We never held anything against you, and I never feared you would fail. The only thing that me and your mother ever feared was that you would fall down the wrong path, and I am so proud to see you haven't." Ghira replied, giving his daughter a hug with his wife joining in.

Blake was happy now that she finally made amends with her parents as they forgave for her.

"You will always have a home to stay in or have someone to talk to..." Kali added before whispering something into Blake's ear.

"But please try to give me a grandchild soon, I'm not getting any younger here." Kali finished, much to her husband's annoyance and to Blake's embarrassment.

"MOM/KALI!" both her daughter and husband shouted.

"What? I want grandkids to spoil, I'm thinking at minimum of 12." Kali replied, much to her family's horror.

"I'm not having 12 kids, Mom." Blake replied, blushing so hard like her leader's cloak.

"What about 30?" Kali asked, knowing that is not going to happen but she just likes embarrassing her daughter.

"MOM, NO!" Blake shouted, her ears folding underneath her bow in embarrassment and annoyance.

"I'm just teasing you! Lighten up..." Kali replied as Blake was going to the Rust Bucket 3.

"Let's go before my mom tries to hook me up with one of you two." Blake stated, still blushing of her mom's teasing as she want her to hook her up with Ben or Rex as that will piss off her partner and her leader.

"Not going to happen! HIT IT!" Yang ordered Kevin, her anger and jealousy along with Ruby's were taking over as they don't want any girl especially fangirls trying to steal their respective boyfriends.

And if they did, there will be a small price to pay as they will cosplay as their mothers again and scare and threaten any girl who dares try to flirt, seduce, or even steal their boyfriends and try to get away with it.

Also they will still punish their boyfriends even though they had a good reason to flirt with their fangirls as they want to let them off easy so they wouldn't bother them all the time and everywhere they go.


Back at Heroes United: Dust & Shipping Company Headquarters.

After going to pick up Kirby (and Zwei since Taiyang is going out of town for a few days) they've decided to land at the headquarters so they can save on fuel.

They were all resting in the room that will be Kirby's playroom with the wallpaper already put up as it was a star maps from Ben's Universe and some made up ones like from Star Wars, a video ga,e Console from Ben's Universe, and child friendly games like the Tigger Movie: The Video Game, Mario Kart, and Minecraft, etc.

"That thing you saw was Alpha. He's a rogue sentient Nanite created by my brother, Caesar Salazar, in the original Nanite project before the Nanite Event occurred and was orginally made to control machines such as the Nanites themselves. Unfortunately, his energy form was unstable and no matter what they did, he would not last long as the machines he built for a body would burn out in a matter of hours. A week at the most, he tried to possess living bodies, so my brother built a transdimensional gun that banished him to the Null Void, an alternate diimension in Ben's Universe that serves as a prison for intergalactic criminals. Six years later, after surviving on the alien technology that provided with a dimensional equivalent to the Nanites, he escaped into Ben's Universe, but later he came to mine and accidentally brought Ben in by accident. Plus, after he discovered my Omega-1 Nanite, he managed to steal it from me when me, Ben, and White Knight fought him in the Bug Jar as he used it to create a new body for himself, calling himself Alpha-Omega: The Beginning and the End of ALL THINGS. After a very long fight, Caesar arrived and managed to extract the Omega Nanite back as he also trapped him in a prison that is the size of a baseball with the density of a black hole as Ben took him back into the Null Void as Murk Upchuck while he headed back to his universe. And that's how we met..." Rex explained, telling Weiss and Blake the story of how Ben arrived in his universe and helped him along with White Knight to stop Alpha.

"But the question is how did he escaped the Null Void, how he got here to Remnant, and how he created that Nanite Wave." Ben added, shocked of how that Nanite Monster managed to escape his prison and the Null Void as he somehow found his way to Remnant.

"He more than likely brought the Xenocyte Queem with him by accident. Now all that remains is where is he and what is he up to?" Blake asked, wanting nothing more than to destroy the Alpha Nanite for what he did to her family.

Before anyone could say anything, a portal opened up above Kirby amd Zwei as they were playing Minecraft together.

Quickly grabbing him before whatever came through just in time to prevent Azmuth, Ship, Julie, Eunice, and Max landing in a dog pile in that order landing on him.

Before anyone could say anything, Professor Paradox appeared in a blue flash with three humans and an anthropomorphic Animal EVO from Rex's Universe.

Two males: Agent Six, who is Rex's mentor and father figure, and Caesar Salazar, Rex's older brother and one of the few surviving scientists of the Nanite Event.

One female: Doctor Rebecca Holiday, Rex's mother figure even though he tried to flirt with her on occasion.

And finally an anthropomorphic chimpanzee with a bad attitude: Bobo Haha, an Animal EVO whose Nanites granted him Human-level intelligence along with the ability to talk.

"Who is ready for another explanation?" Ben asked sarcastically, knowing that this is going to be a very long day.


Omake: Which Witch is coming?

Our two heroes were relaxing near the shores on the island of Patch.

They were taking a day off from hero work and from the company along with there girlfriends who were getting changed at the moment.

Rex was surfing with a blue glowing machine that he can build with his lower legs. It is similar to a regular surfing board, except it can fly at high speeds in midair.

This is the Sky Slyder, one of his Omega-1 Nanite builds. It is one of Rex's fastest Build for aerial transportation, however, it lacks any defensive mechanisms.

Ben was watching Kirby trying to build a sand castle with Zwei before a lasso wrapped around him and Rex from the woods.

"What the?" Ben began before they where both pulled into the woods of Patch at high speeds.

When they came to a clearing, they where thrown into a chair as their arms and legs were strapped in tightly.

"Try to use your Builds!" Ben suggested, but for some reason he can't use his Semblance or the Ultimatrix.

"It's not working." Rex replied, struggling to escape his before he and Ben heard a mischievous laughter coming from the woods.

Coming out into the clearing was Ruby as she came out flying towards them, wearing the costume's of one of the most iconic magical super heroines in comic book history.

Ruby was wearing a strapless red bathing suit with a large V cut at the top that left her shoulders and upper chest exposed, red opera gloves, a pair of thick pink stockings, red boots, a red cape that was fastened to her large V cut bathing suit, and wore a red headpiece in the shape of an M.

After she flew towards them, she was now floating a few inches off the ground in front of the boys as she pulled out a magician's classic black top hat and placed it on the ground.

As Ruby placed the black top hat on the ground, the boys watched as a small blue magical tornado with magical symbols came out of the hat as it began to form into a feminine body shape and held up the top hat, pulling out a classic magician's magic wand from the inside of the hat.

Once the blue magical tornado faded, it revealed to be a black haired girl whose back is turned as she wiped the dust off her top hat and placed it atop her head and held her magic wand in her right hand.

She then turned around as she slightly tilted her head down and kept her left hand on the brim of her top hat, giving off an aura of mysteriousness and sexiness as she levitated a few inches off the ground.

As she removed her left hand from the brim of her top hat, she tilted her head up again as revealed her face and opened her eyes, making Ben's eyes widen and jaw wide open as he immediately recognized the girl.

It was none other than Yang as she was also wearing a costume that is also one of the other most iconic magical super heroines in comic book history.

Yang was wearing a magician coat that is black on the outside and red on the inside. Underneath it, she wore a white bow tie, a white button-up shirt, and a rose on her coat's left lapel. She also wore fishnets running down her legs and wore black high heel boots. Finally, also dyed her hair black and wore blue eye contacts along with the classic black top hat on her head to complete the look.

"You'd been reading my comic books again haven't you?" Ben asked the half-sisters, knowing that they would read them to get future ideas for their cosplaying.

"Yep, and we also "borrowed" Gwen's spell book." Yang replied, holding the familiar purple and gold miniature spell book up to prove her point.

"What do you mean by borrow?" Rex asked nervously, having a good idea that Yang didn't actually borrow that spell book from Ben's cousin.

"She means that she took it when Gwen was talking to Kevin." Ruby replied, smiling at him as her hands were now glowing bright red with magic.

"Why are you doing this?!" Ben asked, hoping the two half-sister would not summon anything demonic from his cousin's Grimoire.

"A. You tricked us with the hologram of flirting with our partners. B. You made us watch as you ate our favorite foods without sharing! This is payback time!" Yang explained, opening the Grimoire to find anything good to punish her and Ruby's boyfriend.

"Hey, lets do this!" Ruby suggested, grinning mischievously the whole time.

"That's a great idea! Let's do it!" Yang replied, also grinning as she now possessed a teasing expression on her face.

Ruby began to point at Rex, her hands glowing red as she began moving them in a circle three times, twice clockwise and one counter-clockwise, before speaking the incantation.

"Hand to paw, face to muscle, Back to tail become Man's Best Friend!" Ruby chanted, firing a crimson beam from her hands at Rex.

When the light died down, in Rex's place was a brown eyed Spanish Mastiff puppy with a confused look on its face.

"I did not expect that to work." Ruby said, fascinated that the incantation worked as she pulled out a hand mirror for her boyfriend.

Rex took one look at his new form before he started to shout at Ruby.

"BARK! BARK! BARK! BARK! BARK! WOOF!" (RUBY SUMMER ROSE! TURN ME BACK RIGHT NOW OR SWEAR I WILL NOT LET YOU STUDY MY NANITES!) Rex shouted but all they heard was him was barking cutely.

"Awww, he's just so cute and tiny!" Ruby exclaimed, petting her boyfriend as she started scratching him behind his little dog ears.

"BARK! BARK! WOOF! *Cute Puppy sounds* (RUBY! STOP RIGHT NOW OR- Oh, yeah...right there...No! lower...) Rex barked, as he began rolling on his tiny puppy stomach.

"You are not going to do that to me are you?" Ben asked, trying to use his Anodite powers, but wasn't prepared to face the inevitable that was coming to him.

"No, Ruby is more of a dog person. I wanted a cat, but lost the coin toss." Yang explained, turning the next page until she found what she was looking for to punish him.

Grinning ear to ear, Yang put her wand on Ben's head, tapping his left ear twice and his right ear once as she then pointed her wand at his face before speaking the incantation.

"Being human ain't all that, change my friend into a Cat!" Yang chanted, firing a magical yellow beam from her wand at Ben's face before being blinded by a flash of yellow light.

In Ben's place was a Black Russian Kitten glaring at Yang with its green eyes.

"*Hissing*" (YANG, TURN US BACK RIGHT NOW OR I WILL NEVER MAKE YOU RAMEN EVER AGAIN!) Ben shouted but all she heard was a hiss fit from him.

(Pun 100% intended.)

"Aw, don't worry, you won't be a cat for very long..." Yang cooed, holding her boyfriend close to her chest as she scratched behind his little cat ears, getting a cute purr from her boyfriend.

"We'll only keep you like this forever." Ruby added, still scratching Rex's stomach.

"WHAT!?" the two baby animal heroes thought in horror.

"Yep. Now all we have to do is get you boys some collars and we'll have you two neutered." Yang stated before they along with the spell book were snatched by Gwen using her Anodite powers.

"So, this is were my spell book went to." Gwen said looking at her cousin and his partner.

"How did you find us?" Ruby asked.

"I sensed someone using magic, and since Ozpin doesn't use Magic due to his finite reserves, Amber and Raven are practicing with their powers in Anima, and the other maidens or who knows where, but they're not on this island. So in conclusion, someone stole my spell book." Gwen replied, turning the two heroes back to normal.

"Alright, we're sorry! But how did it feel to be an Animal?" Ruby asked, getting a glare from the two boys.

Ben quickly changed into XLR8 and grabbed the spell book from Gwen before she could put it back in her pocket.

"Hand to paw, face to muscle, back to tail become Man's Best Friend!" Rex chanted, doing what Ruby did earlier but in reverse, transforming her into a Corgi and somehow having her own cape in her size.

"Being Human ain't all that, change my friend into a Cat!" Ben chanted, turning Yang into a fluffy Birman.

"Here you go, I'll fix them later." Ben added, ignoring his cousin's rant about how this is not what magic is meant for before grabbing Yang and taking her back to the headquarters, then coming back for Kirby and Zwei who hadn't even noticed that they've left.

"Alright, I'm going to fix you two. So, stay still." Ben instructed, getting a nod from Yang while Ruby was talking to Zwei.

"Ruby, hold still." Rex said grabbing his girlfriend as he put her next to Yang.

"Remove the fur, remove the tail, return to your natural self!" Ben chanted, turning the two half-sisters back to normal.

"Anything you two want to say?" Rex asked, crossing his arms along with Ben.

"We're Sorry." The two half-sisters replied simultaneously.

"You two didn't read it all the way, you could've left us as animals for the rest of our lives with no way of turning us back. Fortunately, I've found a slightly different one that does the same, but it's still reversible." Ben explained, making them realize of how serious this is.

"Magic is not a toy! You just can't play with it and do it later! You're very lucky that Gwen found us just in time... Any longer, and we would've been stuck that way." Ben continued, making the two half-sister's feel more guilty.

"We understand that you we're just teasing us, but you have to be more careful." Rex finished.

"We understand, we won't use magic ever again." Ruby replied before she and Yang were brought into a hug by their respective boyfriends.

"Okay, I'll make a deal with you two. You both can learn and use magic under Gwen or my grandma's supervision, but just try to be very careful and don't ever turn us into animals again." Ben proposed, giving Yang a kiss on the lips.

"Okay, that seems fair." Yang replied, nodding her head along with Ruby as they both agreed to Ben's proposition.

They'll both learn how to use magic the correct way by under the supervision of highly skilled or trained professional sorceresses like Gwen and Verdona due to their Anodite heritage and experience.

"Next time you do it, just please warn us." Rex added, also giving Ruby a kiss on the lips.


BGM - Kirby Right Back at Ya! Theme (Donkey Kong version)

Ben Tennyson: Hi, I'm Ben Tennyson. So after saving and curing the entire island of Menagerie from the DNAliens and EVOS, we finally managed to find out that it was none other than the Alpha Nanite responsible for turning half of the populations into EVOS due to him creating a Nanite Wave from a Nanite Generator he built while the other half of the populations into DNAliens due to an Xenocyte Queen that he somehow brought with him from the Null Void. Anyway, we now know that Alpha has escaped and is hiding somewhere in Remnant, biding his time to steal the Omega-1 Nanite from Rex again. However, we'll cross that bridge later 'cause right now, Grandpa Max, Julie, Ship, Eunice and Azmuth arrived here in Remnant and Paradox bringing in the people from Rex's Universe. Man, this is going to be a very long day especially since its already the holidays here in December in the World of Remnant.

Next time on RWBY: Ultimate Alien...

Schnee Christmas Party

Jacques Schnee: So, you must be the two CEOS of Heroes United: Dust & Shipping Company, I presume?


Toy2711: Well, guys... Another long chapter posted. And yes, Grandpa Max, Azmuth, Julie, Ship, Eunice, Azmuth, Six, Caesar, Holdiay, and Bobo already arrived. Anyway, Tune in next time for Issue 24 as Jacques Schnee invites our two Heroes to the Annual Schnee Dust Company Christmas Party where the greedy Papa Schnee invites the two heroes along with Weiss and possibly the rest of Team RWBY as he tries to convince the two CEOS to buy Heroes United: Dust & Shipping Company. Peace!