RWBY: Heroes United

by Toy2711

Ben Tennyson had just returned home from his recent adventure in Rex's Universe. Now, the alien superhero is feeling bored, but the Cosmos has plans for him. He now finds himself in a mysterious universe called Remnant. Now our hero and his new team, Team 10, must save this world from falling into chaos by its villain, Salem, while starting his own family in the World of Remnant.

37. V2 I7: A Mother's Return

Volume 2 Issue 7: A Mother's Return

Beacon Academy

It has been a week since the small family got even bigger, and the news spread like wild fire.

Most of the racist idiots (except Cardin who was afraid that his Mom would try and "talk" to him some more… for now.) immediately tried to pick on Kitty only to meet with the large group consisted of Team 10, Team RWBY, Team JNPR, Team CFVY, and Neptune with Sun.

Kirby adored having a big sister (Forgetting that biologically he is far older than her, but technically his age is the equivalent of a 2 year old Human Child) to play with and a new cousin to read him stories.

When Kali heard the news, (How did she find out? No one knows...) she immediately got on a ship and brought presents for the new grandkids (In her eyes.) where they finally brought up the question.

---

Flashback: Kali Belldonna spoiling her new Grandkids.

"MOM! STOP SPOILING THEM, THAT'S MY JOB!" Blake whined, jealous that she wanted to spoil them.

"I'll stop when you give me grandbabies." Kali replied to her daughter.

"This is nice and all, but… WHY ARE YOU HERE!" Yang demanded, glaring at the Cat Faunus Mom of her partner.

"I'm spoiling my grandkids." Kali replied, not at all afraid of Yang's anger.

"What do you mean your grandkids?" Ben asked.

"Well Kitty and Kirby are now adopted siblings and Rouge is Kitty's twin, Kara is Kirby's Cousin, and Blake is Kirby and Kitty's Godmother, meaning that would technically make me their grandmother." Kali explained, pointing out the facts.

"She does have a point, you can't argue with that kind of logic." Weiss added, agreeing with their Faunus teammate's mother.

"So do we call you Grandma?" Kitty asked, looking at her technically adopted Faunus grandmother.

"Please don't encourage her." Yang whined with jealousy.

"You can call me that if you want; if you need to be, but you can call me Kali if that makes you more comfortable, but for now, I brought presents." Kali stated, holding up four bags one for each kid.

"Thank you, Miss Kali." Rouge replied.

"You didn't have to." Kara added, feeling appreciated by the Older Female Cat Faunus.

"But since you did, thank you." Kitty said with happiness.

Kali passed out each bag for the kids as they opened it up to reveal the contents. Inside were a book for Kara, a Scarf like Yang's for Kirby but Pink, a Princess crown For Laura, and a Wooden Sword for Kitty.

"It took me a while to get the scarf right for his size. Your aunt told me what you two like and I know you like to read. So all in all I think I did well." Kali explained, nodding her head and congratulating herself when she saw the happy smiles on all their faces.

"Thank you, Grandma Kali." Kirby replied, putting on his scarf which acted more as a bandanna for him as he then gave her a hug, much to his mom's annoyance.

"You're welcome, my cute Grandson... Now, Blake, it's your turn give me a cute grandchild 'cause I wanna spoil them." Kali stated, teasing her daughter in front of everyone.

"MOM!" Blake whined, her cheeks turning a dark red in embarrassment as her mom teased her.

"So when is their birthday?" Kali asked, looking at the parents of her new grandchildren.

"Kirby's is coming up in two weeks on the 29th." Ruby answered, knowing that she and the others are going to throw the best birthday ever for her nephew.

"Then I know what I will be doing on the 29th." Kali replied, much to Yang's displeasure.

'She is trying to steal my babies I know it!' Yang thought, rage and jealously filling her up.

"Yang, your jealousy showing again." Eva mocked in her child form which is visible to everyone except Kali.

"Shut it you! I know she's trying to steal them!" Yang retorted with a whisper to her son's Guardian Angel, unfortunately, Kali hearing hear due to her Enhanced Hearing via her Cat ears.

"Who is trying to steal who now?" the Cat Faunus mom asked, feeling confused of what Yang was talking about.

"Nothing! Don't worry about it." Yang replied, hoping that she doesn't know and find out that she is talking to Kirby's Guardian Angel.

'I got my eyes on you, baby stealer!' Yang thought, glaring at Kali with Rage and Jealousy once again.

"Ben, I think we need to increase her visits to the counselor... and find one that won't quit after the first session." Eva suggested to the Human Shapeshifter.

'Good luck with that, every woman is trying to steal my babies, I just know it!' Yang thought, knowing that it might actually happen.

Flashback ends

---

Back to the Present

Beacon Lecture Hall

Weiss was patiently waiting out the minute left on her holographic clock displayed from her desk in the classroom of Professor Peter Port as he is talking about something from his youth that no one was really paying attention to not even Weiss herself as Jaune slides up next to Weiss once again trying to ask her out.

"So Weiss, you know uh, I was thinking that after this, maybe we could go grab a bite to eat?" the delusional Blonde Knight of Team JNPR asked before turning towards Port to see if he was looking their way before turning back.

"And, uh um, I-I've got two tickets to that new Spruce Willis movie, if you wanna make the trip to Vale. I hear it's awesome." Jaune explained, pausing as his words are having no effect on her cold heart.

"Aaaand maybe after that, we could study together? I mean, you're smart and I'm, uh... Y'know." Jaune added, finally at his most desperate stage.

Finally, the clock in front of Weiss gives a shrill beep as it changes from 3:59 to 4:00, and she dismisses it with a wave of her hand while Port is temporarily unaware of the bell ringing still in the middle of his class.

"And then I— Oh." Professor Port said as he straightens his stance as the students start to leave. "Timed that one wrong, I guess. Well, the stunning conclusion to this story will have to wait. Until next time!" Port stated as his class ended.

Jaune groaned in his head watching Weiss as she packs up her stuff.

"Weiss? Did you hear me?" Jaune asked, hoping for a yes.

"No, no, no, yes." Weiss replied, not even looking at him, causing him to groan and facepalm.

Team RWBY and Team 10 were walking by, feeling a little bad out for the Blonde Knight of Team JNPR.

"Maybe one day, Jaune." Gwen encouraged the Blonde Knight of Team JNPR.

"Are you sure both of you don't want to help?" Rex asked his two other teammates.

"We're sure, someone needs to look after the kids." Kevin replied, knowing that he and Gwen will watch them.

"Alright if you're sure." Ben added as he and Rex were going to get ready.

---

In Team RWBY's Dorm Room.

Inside Team RWBY's dorm room we see a closeup of Ruby's hands as she straps the red laces of her shoes. Switch to a closeup of Weiss' hand gripping the handle of Myrtenaster strapped to her side. Switch to a closeup of Yang's Ember Celica over her left forearm as she slides the chamber. Switch to a closeup of Blake tightening the black ribbons around her arms. Switch to full view of Team RWBY's preparations, revealing their alternate outfits.

Weiss's new outfit consists of a white, double-breasted jacket with black piping, cuffs and buttons over a white, pleated full skirt with black lace trim. She also wears a pair of white, thigh high boots with black heels and lace-topped black stockings.

This is her outfit called SnowPea, a gift from her older sister, Winter Schnee.

Blake's outfit consists of a white, v-neck, zip-up crop shirt with a black hem and three-quarter sleeves. Her emblem is printed in off-white on the left side of the shirt. She wears black pants that have a vertical gray stripe on the outer side of each leg and a black belt.

Attached to the rear of the belt is a black piece of fabric that covers her from hip to hip. Underneath this is a longer, translucent, purple piece of fabric. She also wears black high-heel boots with two straps and buckles and purple undersoles, reaching to mid-calf. She retains the black ribbons on her forearms and her black bow.

This outfit is called Intruder, this outfit like Weiss's was a gift from her Mom.

Yang and Ruby wore there outfits that they used for their first date with their boyfriends called Hunter and Slayer.

"I thought that class would never end." Blake said, tightening her ribbons more.

"Alright, guys, today's the day! The investigation begins!" Ruby stated excitedly, jumping off the bunk bed, much to her partner's displeasure.

"I'm glad to see we're taking this so seriously." Weiss said sarcastically.

"Hey, we've got a plan! That's... moderately serious." Yang added, grinning with her own sense of humor.

"Speaking of which where is Ben and Rex? They're supposed to help us with this." Blake asked her teammates, knowing that the two boys of Team 10 decided to help them out.

"They're getting dressed." Ruby replied, knowing that her boyfriend and his partner were getting dressed in their mission outfits.

Right as she finished her sentence, the door opened up to reveal the boys wearing their new outfits.

Rex wore a outfit that consists of a light grey undershirt, a simple black hoodie with a red interior, a dark olive jacket with a protruding collar, black fingerless gloves, a brown leather belt, dark blue jeans and combat boots.

This is the Virus outfit. It looks like a normal Jacket, but it's, in fact, made from Ultimate Spidermonkey's Webs with some material that is almost bulletproof made it from the help of Caesar.

Ben wore his Mission outfit that he got for his late Birthday that he calls Invaders.

(I can't think of a better name either that or infiltrator what do you think?)

"Nice outfits, I see we're not the only ones mixing it up a bit." Yang stated, complimenting her and Ruby's boyfriends outfits especially Ben's as it was made with the help of her and Coco.

"It's nice to change from our usual jackets and what not." Rex replied, already liking his new style.

"I agree with that! Now, everyone remember their roles?" Ruby asked her allies.

"You, Rex, and I will head to the CCT and check the Schnee records for any other Dust robberies or inconsistencies. Seeing as I'm in the family, it shouldn't be a problem and Rex can easily find things if we don't get the documents we're looking for." Weiss explained, standing up from her bed.

"The White Fang has regular faction meetings to hand out orders and recruit new members. If Ben and I can get in, we can hopefully find out what they're planning." Blake said next as she knew Ben could transform into one of his Faunus forms to infiltrate the faction meeting along with her.

"I have an old friend on the shady side of town that typically knows everything going on in Vale. Getting information out of him shouldn't be too hard..." Yang explained, trailing off at the end.

"This old Friend would not happen to be Junior would it?" Ben asked, getting a strong silence in return.

"Great! We'll meet up tonight near Yang to go over what we found. Let's do this!" Ruby exclaimed, pumping her fist in the air.

"Yeah!" Sun exclaimed, hanging upside down with his tail from their window, catching everyone by surprise.

"Sun!" Blake screamed, surprised as everyone jumped back.

"How did you get up there?" Ben asked, taking the words right out of his girlfriend's mouth.

"Ah, it's easy; I do it all the time." Sun replied casually.

"You do what?!" Weiss asked, scowling and thinking that the Monkey Faunus is a Peeping Tom.

"I climb trees all the time!" Sun clarified, flipping over before asking his question.

"So, are we finally getting back at that Torchwick guy?" Sun asked, even though Torchwick is still in prison, his associates in the White Fang are still out there.

"We are going to investigate the situation... as a team. Blake explained, stepping forward and looking him in the eyes.

"Sorry, Sun. We don't want to get friends involved if we don't have to." Ruby stated, not wanting the Monkey Faunus to get involved in this sort of thing.

"Psh! That's dumb! We should always get friends involved! That's why I brought Neptune!" Sun replied, gesturing towards the window, causing their eyes to widen.

The girls and boys lean out the window on top of one another cartoon-style with there heads above each other to see the aforementioned teammate of Sun's standing outside, cool as can be.

"'Sup?" Neptune asked, trying to not look down.

"How did you even get up here?" Rex asked, taking the words right out of his girlfriend's mouth.

"I have my ways." Neptune replied, sounding mysterious as the camera pans out to reveal that he is standing on a very thin ledge circling the building under the windows.

"Seriously, though, can I come in? We're like, really high up right now." Neptune asked nervously, since he was a on like the fifth floor.

Inside the dorm room, the group are standing in a circle as Ruby lays down the new plan try to compensate for everyone.

"Alright, I'll go with Weiss and Rex; Sun, you can go with Blake and Ben." Ruby stated as she pushes Neptune past Weiss who slips her a wink. Weiss looks mildly shocked, but then comes to her senses quickly.

"And Neptune, you can go with Yang since she doesn't have a partner. Everyone good?" Ruby asked, seemingly ignoring Weiss's less than amused expression.

"Actually, Ruby, why don't you go with Yang? After all, she is your sister." Weiss suggested, trying to be with her Crush as Ruby pushed Neptune, who is stiff as a board, up next to Yang.

When she is done pushing him, he rocks back and fourth looking nervous as Yang put her hand on his shoulder to stop him from rocking.

"But, Weiss, who would go with you, then?" Ruby asked, honestly curious of who Weiss is going to go with.

"Well... I guess Neptune could come with me." Weiss suggested, causing Neptune to put on a suave look and points at Weiss as the team leader cracks up.

"Hahaha, nah!" Ruby replied, laughing while her boyfriend as they just chuckled at Weiss's less than amused face as she is powerless to stop Ruby from pulling her by the back out the door she sticks her arms out fruitlessly trying to get back to Neptune.

"Now that they're gone. Sun, how well do you trust Neptune?" Ben asked seriously.

"He's my best friend and I would trust him with my very life and more." Sun replied to the Ultimatrix-bearer.

"Good, because you know about the weird things that happened to us and I assume you heard everything." Ben stated, knowing that Sun is quite the eavesdropper.

"Yes we did, I don't mean to pry but how are you going to get in to a White Fang meeting without being seen or heard? With that many in the room you would be heard easily." Neptune asked, wondering how Ben can infiltrate a meeting of Faunus terrorists or misguided Faunus in Blake's words.

"Because I can become." Ben began, changing into Tiger Claw and surprising him.

"A Faunus. If you tell no one about this, I will explain everything. Just remember: If you tell someone, you won't be able to be with Kirby or Kara." Tiger Claw stated, glaring at him and possibly making mental note to use his Andromeda Alien, Water Hazard, on him as he knows Neptune is Aquaphobic or Fear of Water.

"I promise not to tell anyone." Neptune replied, feeling a little nervous with the glare he's getting.

"Good. Now remember I can read your mind, and Sun told me about your fear so I can make you live a nightmare filled with nothing, but your greatest fear." Tiger Claw added, lying through his teeth and knowing that he can make Neptune's nightmare of him being doused by Water Hazard's water blasts or drowning in Remnant's ocean like Jason Voorhees drowning in Camp Crystal Lake.

"Now there is no need to go that far." Neptune stated, hoping to never live a nightmare filled with Water.

"Good. Now Sun, Blake, let's go." Ben stated, jumping out the window and changing into StinkFly.

"I know it stinks, but you'll have to bear with it for a while." StinkFly stated as he began to carry the 2 Faunus to the location of the White Fang meeting.

---

Beacon Tower

At the Cross Continental Transmit System or CCT/CCTS.

The Cross Continental Transmission System or the CCT what's the site to be held for a first time visitor.

With its extremely large or courtyard with the symbol of a Beacon in the center surrounded by a four miniature pools are in the shape of a square surrounding it.

The building itself was an extremely large tower rivaling that of Beacon with the same architect having clearly designed it with a single goal of constructing a building that would last for generations to come.

"Woooow! I forget how big the Transmit tower looks up close!" Ruby exclaimed, excited to see one of the largest towers.

"It is pretty impressive actually." Rex added, awed by this universe's technology.

"You should see the one in Atlas." Weiss stated with pride.

"That was the first one right?" Rex asked, once again taking the words right of his girlfriend's mouth.

"Correct. Atlas developed the Cross Continental Transmit System to allow the four kingdoms to communicate with one another. It was their gift to the world after the Great War." Weiss explained, once again proud of her home kingdom's accomplishments.

"Oooh, look at me! My name's Weiss! I know facts! I'm rich!" Ruby said, acting all high and mighty as she snorted into her hands at Weiss's frown.

"Don't talk to me, peasants, I'm Weiss Schnee and I'm too important for any lonely commoners to talk to me." Rex added in a mock tone, making her frown even more.

"I don't sound like that. And, don't be a pest! Besides, the only reason we're here is because you like the tower so much! We could have just as easily made a call from the library!" Weiss replied, annoyed by Ruby and her boyfriend's childish insults.

"I know, but it's so coool! Ooh, I'm going to take a picture!" Ruby exclaimed as she grabs her Scroll from a pocket on her clothes, but in her excitement, the device is launched from her hands, bouncing along the pavement until it lands at Penny's feet.

"Oh! You Dropped this." Penny said, picking up the Scroll and extends towards the clumsy teen.

"Penny?" Ruby asked, shocked because it has nearly been three months since they last saw her after the Battle at the docks in Vale.

"Where have you been? We haven't seen you since that night at the docks!" Rex added, taking the words right out of Ruby's mouth again and making Penny nervous.

"S-Sorry. I think you're confused." Penny lied, causing her to hiccup, and throwing the Scroll into Ruby's hands.

"Uh... I've got to go!" Penny added, walking away quickly and hopefully she and Rex don't find out her secret.

"What was that about?" Weiss asked, a little weirded out more than usual with Penny.

"I don't know, but I'm going to find out." Ruby replied as she started walking in Penny's direction as she shouts back to her partner and Boyfriend.

"You go make your call! I'll meet up with you two later!" Ruby shouted, walking towards the secret Android.

"Ruby, wait!" Weiss shouted in a futility of stopping her teammate as she lowers her hand and sighed, knowing that there's nothing she can do to stop her.

"Let's just go, there's something that I need from my company anyway." Rex stated, knowing that trying to stop his girlfriend is like trying to stop the sun from setting.

---

City of Vale

With Ruby.

"Penny! Where have you been? It's been months! Kirby has been worried about you." Ruby asked as she descends the steps until she gets in front of the non-eccentric redhead.

"There seems to be a... misunderstanding." Penny replied, feeling worse than she already does especially when she learned that Kirby was worried.

"What?" Ruby asked as Penny continues to walk away, causing Ruby to slide down the rail next to her.

"Penny... Is everything okay?" Ruby asked as Penny continues forward without reaction until Ruby grabbed her by the arm finally making her stop and listen.

"Look, I don't know what's wrong, but you have to listen to me! Those guys we fought at the docks, we think they're up to something big, something bad! I need you to tell me what happened to you that night! Please... As a friend." Ruby asked, wanting to do everything in her power to help people.

Sighing and realizing that her first friend will not give up no matter what she says, she started to glance to her sides swiftly before she walks over to Ruby's side and leans in close.

"It isn't safe to talk here." Penny stated as she looks around suspiciously, much to Ruby's confusion.

---

Inside the CCTS of Beacon Tower

With Weiss and Rex.

Weiss and Rex were walking through the grand, glowing lobby of the tower with pride, avoiding the central terminal and heading straight for the elevator doors, which slide open automatically and close when they are inside casing The voice of the CCT AI to come on line from a panel near the door.

"Hello. Welcome to the CCT. How may I help you?" The CCT AI asked.

"We like to go to the communications room, please." Weiss replied politely.

"Absolutely. Could you please place your Scrolls on the terminal to verify your identities?" The CCT AI asked as the two pulled out their scrolls, putting them in the required panels.

"Perfect! Thank you, Miss Schnee and Mr. Salazar." the AI replied as the elevator began to go up as Weiss's expressions shifts from pleasant to serious.

Upon entering the room, four symbols are seen on a computer - twin axes and wreaths for Vale, three flying swords pointing down for Valco, a spear and shield inside a fragmented circle for Atlas, and a precise winged shape for Mistral.

The two walked up to the front desk where a holographic secretary appears in the seat.

"Welcome to the Beacon Cross Continental Transmit center. How may I help you?" The secretary asked in a polite manner.

"I need to make a call to Schnee Company World Headquarters in Atlas." Weiss replied.

"And I need to make a call to Heroes United: Dust and Shipping Company Headquarters in Patch." Rex added.

"Absolutely. If you could head over to Terminal 3, I'll patch you through to Schnee Headquarters, for Heroes United: Dust and Shipping Company Headquarters, head to terminal 6." The Holographic secretary explained with her directions.

"Thank you!" The two Huntsmen-in-training replied.

Weiss smiles and nods before walking over to her assigned cubicle-like computer, passing a few Beacon students in uniform - one of which is talking to her mother and asking how things are going back in Signal Academy. She sits at her own display, taking a deep, unhappy breath to prepare for the call ahead. The face of a short-haired brunette appears on the monitor with the Schnee snowflake rotating behind her.

"Thank you for calling the Atlas- Oh! Miss Schnee! Good afternoon! Would you like me to patch you through to your father? I think your sister Winter and Mother might be here as well." The terminal operator asked the Schnee Heiress.

"No, thank you! I was actually wondering if you could find some files for me. I've compiled a short list." Weiss replied as she produces her Scroll, placing it into a slot on the keyboard, creating a series of noises as the Operator looks at the data from her side of the screen.

"I see. If you don't mind... what may I ask is this for?" The operator asked, looking a little nervous.

"School project." Weiss replied, without missing a beat.

"Um... There are some sensitive documents on this list, ma'am." The operator stated nervously.

"Well then, I'll be sure to take extra care of them." Weiss replied.

"Right... Very well The data is being transferred to your Scroll now." The operator explained, typing a few things on her computer.

"Wonderful! That will be all, then." Weiss replied with a smile.

"Are you sure you wouldn't like me to patch you through to your father before you go?" The operator asked, causing Weiss to lose her smile, but quickly replaces it.

"Yes, I'm sure." Weiss replied, trying to not growl at the operator.

"Well, then... Have a nice day!" The Operator replied as the call is dropped, and so too is Weiss's happy act, seen in the screen's reflection.

Quickly getting over it, she walked towards terminal 6 to see Rex talking to Caeser about his new weapon.

"Are you sure it will work? Since coming here, I have had far too many times where my Builds are too big." Rex asked his brother.

"Yes. With the help of Max, Azmuth, and Eunice, we managed to incorporate Galvan technology with designs from here to make it. We also managed to partially get Azmuth's teleportation technology to only teleport inorganic things. Just say the word and I will send it two you now." Caeser explained to his younger brother.

"Go ahead and send it. I want to have something just in case." Rex replied.

"Sending it now. Now if you'll excuse me, I have to go back trying to make smoothies without a blender." Caesar stated, knowing that his brother's partner likes those frozen drinks.

"Don't tell Ben that." Rex added as the screen went off.

Right as the screen went dark, a flash of light appear next to the screen signaling that something was about to be teleported.

When it died down, the object revealed to be a blaster that looked more like a handheld vacuum cleaner than anything else, it was tan in color for the main body but a Dark Blue or Black for its handle. After much arguing and convincing they had Rex's gear symbol instead of the Ultimatrix Symbol or Intergalactic Symbol for Peace after learning that Ben won't use it since he has his sword/flare gun/grappling hook/cane.

This is the "Proto-Tool" or the "Rex-Tool" that he calls it, is the same weapon that Ruby and Ben had been working on until the others came to this universe, making its production go by faster.

The Proto-Tool is a high tech multi-functional weapon that can turn into a blaster, power sword, quantum staff, bow, grappler, shield, fishing pole, and numerous other equipment.

Ruby and Ben both stated that with the help of her weapon making skills, his smartest aliens: Grey Matter, Brainstorm, Jury Rigg, and Upgrade, his Grandpa Max, Azmuth, Eunice, and Caesar, they were able to make this weapon an extremely complex device and the most versatile tech in the known multiverse with Plumber and Galvan Technology from Ben's Universe, Technology from Rex's Universe, and with Ruby making the weapon able to use any type of Dust in any of its functions including its gun/blaster function.

Only those who are familiar with Plumber and Galvan Technology from Ben's Universe and Technology from Rex's Universe are able to wield it, but with the features of firing with any types of Dust added by Ruby makes it more complicated to use.

When not in use or on standby, Rex would sometimes wears the Proto-Tool/Rex-Tool on his left shoulder and not just inside his jacket whenever he feels like it.

"Is that what I think it is?" Weiss asked, looking at the new weapon that Ruby and Ben build with the help of Max, Azmuth, Eunice, and Caesar.

"Yep, this is my new weapon in case my Builds are too big… Again." Rex explained, knowing that this new weapon will suit him.

"Let's go ahead and head towards Yang after we find Ruby." Weiss stated to the Human EVO.

"Right. I'm just glad that this thing is small enough to hide in this jacket and has a clip for this." Rex putting his new Weapon in his jacket.

---

City of Vale

With Ruby and Penny.

Penny stands alone near a two-story building with patio furniture and she is looking around nervously when a hand grabs her shoulder, causing her to jump. She turns to see Ruby grinning. She smiles in return before they began to walk down the side walk.

"I wish I could help you, Ruby, but I don't know anything about those men." Penny stated, wishing that she could help some more.

"Well, what happened to you that night? We were all together, I went looking for you, but I couldn't find you anywhere. It's like you just you just disappeared! Were you kidnapped?" Ruby asked, hoping that's not the case.

"Oh, no! Nothing like that!" Penny replied, assuring that she wasn't kidnapped.

"Then where did you go?" Ruby asked, honestly curious.

"I've never been to another kingdom before. My father asked me not to venture out too far, but... You have to understand, my father loves me very much; he just worries a lot." Penny explained, remembering all the times her father tries to keep her out of trouble.

"Believe me, I know the feeling. But why not let us know you were okay?" Ruby asked, feeling concerned for her new friend.

"I... was asked not to talk to you. Or Weiss. Or Blake. Or Yang. Or Rex. And essentially Ben. Or Anybody, really." Penny replied sadly since she wants to have friends and be with the cute puffballs known as Kirby and Kara as she brings oranges for Kirby.

---

Team 10's Dorm Room

With Kara, Kitty, Rogue, Kirby, Gwen, and Kevin.

Everyone was sitting in the living room of Team 10's dorm room, watching a movie about "Robots in Disguise" as they can transform into vehicles ranging from Cars, Motorcycles, Trucks, Helicopters, Fighter Jets, etc.

(Jeez... Talk about Ironic)

It was just getting to the climax of the movie when it was interrupted.

"I AM NOT CUTE!" Kara screamed for seemingly no reason.

"No one called you cute." Kitty replied in confusion.

"Besides it's dangerous to call you that." Rouge added, knowing that she and Kitty calls Kara adorable instead.

"I could feel someone calling me cute." Kara stated, narrowing her feminine blue eyes.

---

City of Vale

Back with Ruby and Penny.

"Was your dad that upset?" Ruby asked.

"No, it wasn't my father..." Penny began, but before she can continue, she and Ruby hear the sound of megaphones announcing something, turning around the corner to look at the platform in the center of a plaza where the holographic image of General James Ironwood is seen before six AK-130 Androids, who are in turn standing in front of two large metal storage cases with the spear-and-shield emblem on their doors.

"The AK-130 has been a standard security model of Remnant for several years, and they have done a fine job. Wouldn't you agree? Wouldn't you agree?" the Holographic of James asked, pausing for the clapping of the gathered audience causes the drones to take a bow.

"But... the kingdom of Atlas is a kingdom of innovation, and 'fine'... Well, that's just not good enough, is it? Presenting... the Atlesian Knight-200!" James explained, causing the doors to the cases roll up, and six new, bulkier, shinier automatons stand at attention before knocking their obsolete predecessors down to the applause of the watchers.

"Smarter, sleeker, and admittedly, a little less scary." James added, causing the robots to flex and pose as a demonstration.

"These models will become active later this year, but they won't be alone! Now, the Atlesian Military has always supported the idea of removing men from the dangers of the battlefield. However, there are still many situations that will undoubtedly require... a human touch." James explained, drawing the attention of everyone essentially Ruby.

"Ruby?" Penny asked nervously.

"So, our kingdom's greatest minds, in cooperation with the Schnee Dust Company, are proud to introduce... the Atlesian Paladin!" James explained before his hologram was replaced with with the hologram of a robotic white behemoth, featuring hinged piston legs, large guns for hands, and a rectangular head, standing at least twice as tall as the Knights below it.

"Now, we couldn't have him here for you today, but these mechanized battle suits will be seen defending the borders of our kingdom within the year!" James added over the speakers

"Whoa, that is so cool!" Ruby exclaimed, amazed by the giant suit.

"Ruby? Maybe we should go somewhere else." Penny suggested as two armored Atlesian Human soldiers see Penny, pointing her out and calling in backup.

Penny backs away and then breaks into a dead run, which snaps Ruby out of her weapon-awe-induced stupor.

"Penny! Wait! Where are you going?" Ruby asked before she turns to look back at the soldiers chasing after her friend, and realizing Penny's situation, swiftly follows her in an attempt to catch up down the winding alley.

"Down here! She went this way!" one soldier stated, giving chase.

Penny and Ruby run across the street with the soldiers following them, though a honking car nearly runs over one soldier he manages to brace his hands against the hood somehow stops the vehicle, and his partner runs along after the girls.

Ruby is still trying to catch up with Penny, but a high stack of crates on a flimsy support is easily cut down by Crescent Rose, causing a wooden avalanche of boxes to block the path. Seeing Penny right ahead of her, Ruby leaps into the air and lands on the alley wall, ricocheting off to grab Penny around the middle.

"This way!" Ruby stated as she grimaces at Penny's weight before the two disappear in a flash of red rose petals.

Ruby dashes away as fast as she can while carrying Penny, but the strain is too great, and they crash to the ground a short while later, with Ruby falling all the way into the street. She gets up slowly, and in her dazed state, she doesn't notice the large truck coming up from behind her until the honking is too late of a warning. She stands up just as she's about to be hit, but from out of nowhere, Penny pushes Ruby out of the way and holds her palms out.

In the split second where the two make contact, the ground beneath Penny cracks and crumbles into pieces, and the From Dust Till Dawn truck is lifted a little ways into the air by the girl's sheer strength. She puts it down, and the Shopkeep stares in awe at the crumples in his hood, just like the Huntress who got saved.

"Penny..?" Ruby asked, a little scared of her friends sheer strength.

"Are you okay?" Penny asked, getting a nod from the scared Shopkeeper as Penny backed away looking at Ruby's frightened expression then as the bystanders murmuring to each other in an attempt to understand what just happened. In her panic she runs from the Atlas soldiers who where still chasing her down and bumps into Ruby knocking the poor girl out of her stupor as her friend tries to get away again.

"Penny! Come back!" Ruby cried out as she starts going after Penny as the people look at the destruction Penny caused with her bare hands as the soldiers try and find they lost their target.

"Penny! Please! What is going on?! Why are you running? How did you do that?!" Ruby asked, feeling exasperated as she finally caught up to her scared friend.

"I-I can't! Everything's fine!" Penny lied before she starts to hiccup with each lie.

"I-I don't want to talk about it!" Penny added, hiccuping again as she lied.

"Penny, if you can just tell me what's wrong, I can help you!" Ruby stated, trying to convince Penny to let her help.

"No! No, no! You wouldn't understand..." Penny replied, backing away from the Red Rose Reaper.

"Let me try! You can trust me!" Ruby stated, a little annoyed with Penny's reluctance.

"You're my friend, right? You promise you're my friend?!" Penny asked, getting in Ruby's face.

"I promise." Ruby replied gently, so to not upset Penny.

"Ruby... I'm not a real girl." Penny explained after a few seconds.

Penny then shows Ruby the toll of stopping the truck that would have killed her: Parts of her palm's skin have ripped away, revealing the gray metal underneath. Penny stares sadly at Ruby's face, now completely astounded by her friend's secret.

"Oh." Was all Ruby could say as the realization came over her.

"Penny, I-I don't understand..." Ruby said, not understanding what is the big deal with having prosthetic arms.

"Most girls are born, but I was made. I'm the world's first synthetic person capable of generating an Aura. I'm not real..." Penny explained as she turned her head to the side, sadly thinking that she will be rejected.

"Of course you are. You think just because you've got nuts and bolts instead of squishy guts makes you any less real than me?" Ruby replied, gently taking Penny's hands into her own.

"I don't... um..." Penny said before she leans in close to Ruby's face, "You're... taking this extraordinarily well." Penny added, feeling a little confused.

"You're not like those things we saw back there. You've got a heart, and a soul; I can feel it!" Ruby stated as she taps her chest with her pointer finger.

"Ooohh... oh Ruby!" Penny replied as she forces Ruby into a hug and shakes her back and forth, "You're the best friend anyone could have!" Penny shouted, crushing her with how tight she is squeezing.

"I can see why your father would want to protect such a delicate flower!" Ruby groaned while thinking, 'At least she is not as strong as Kara.' Ruby thought, hoping that she won't get a broken bone like when her daughter first hug her.

"Oh, he's very sweet! My father's the one that built me! I'm sure you would love him!" Penny replied as she was back to her usual happy self.

"Wow. He built you all by himself?" Ruby asked as she giggled.

"Well, almost! He had some help from Mr. Ironwood." Penny explained.

"The General?! Wait... Is that why those soldiers were after you?" Ruby asked, as it now makes sense.

"They like to protect me, too!" Penny explained.

"You're really strong! Don't you think you can protect yourself?" Ruby asked as she scoffed.

"They're not sure if I'm ready yet... One day, it will be my job to save the world, but I still have a lot left to learn. That's why my father let me come to the Vytal Festival. I want to see what it's like in the rest of the world, and test myself in the Tournament." Penny explained, confusing Ruby for a moment.

"Penny, what are you talking about? Save the world from what? We're in a time of peace!" Ruby replied

"That's not what Mr. Ironwood said." Penny replied confusedly.

'He must be talking about Salem.' Ruby thought, before taking another look at Penny's ruined hands.

"Hold still! I'm going to fix your hands, but you must promise me something in return: Tell NO ONE especially the General about this!" Ruby stated seriously, not wanting Penny to tell the Atlesian General about how she fixed her artificial skin.

"I promise not to." Penny replied, assuring her best friend that she won't tell General Ironwood about how she got her artificial skin damaged on the palm of her robotic hands fixed.

Thankful that the secret android will now keep her secret, Ruby pulled out a book from her hidden pocket.

The book was Red and Black with a large Scattered Rose emblem on the center. It gave half an Aura of Mystery like a chest forgotten in the attic for a very long time.

This is Ruby's Spell book or Grimoire, a gift from Verdona and Gwen after she and Yang finished all the basics of learning magic under the tutelage of Ben's Human/Anodite Cousin and Anodite Grandmother.

---

Flashback: Ruby Rose and Yang Xiao Long learning the basics of Magic from Ben's Universe.

"You two are real good at magic." Verdona complimented, dodging some basic stunners from Ruby while Gwen was blocking some blast of fire from Yang who seemed to really liked the elemental aspect of Magic.

"And we really like using Magic, it's great for fighting! Though I wonder, what would happen if we used it on some Grimm." Yang replied, wondering if it can be used to kill the Grimm.

"It's hard to say when it comes to fighting soulless monsters. And, COULD YOU STOP BLASTING FIRE AT ME!" Gwen shouted, annoyed by her cousin's girlfriend as she's starting to Yang is a Pyromaniac in Fire Magic.

"I could as soon as you admit defeat." Yang replied, grinning at her boyfriend's cousin.

"I think we're done for today. We have something special for the both of you." Verdona stated as the three powered down there magic.

"You two have done what most people take years to do. I don't know if it's because you have Aura, but it's spectacular! Both of you had managed to get the basics down in only a month! So, both me and Gwen made you these." Verdona explained, pulling out two square shaped packages for the two in their respective colors.

Feeling very began to tear open the wrapping to reveal that they were Spell Books that were perfect for fitting in their hidden pockets due to the book's ability to alter its size from pocket-sized to large.

Yang's Spell Book was a little bit larger than Ruby's filled with Elemental Magic and other things that the two can only Guess.

Yang's was a large Yellow and Black book with her Burning Heart emblem on the center like Ruby's Scatter Rose Emblem.

Ruby's, however, is only a little smaller than her half-sister's, but hers was mostly filled with different kinds of transformation spells that can turn in an object into mostly weapons and some Animals… and can Summon Cookies.

"Whoa, cool! But are you sure we can really have these?" Yang asked, remembering that Ben told her and her sister that Magic is not a toy.

"And can I summon Cookies?" Ruby added, causing everyone except for Verdona to sweat drop.

"Yes, you can summon cookies with the book, but you can only summon so many at one time per day. Maybe later I'll give you the one that allows you to some of them all the time when I'm sure you won't constantly eat them all." Verdona explained, causing Ruby to pout.

"You both can have access to my library, but just ask before taking anything out, there are plenty of things even I don't know what they do in there." Gwen added.

Flashback ends.

---

Back to the Present

After earning their Spell books, they have mostly used it for playtime with their boyfriends mainly for cosplaying, but for the occasion they used to fix some of the damages they caused.

"Let's see if this works." Ruby said, pointing at Penny as she moved her left index finger into a upside down Lower case "E" saying the spell, "Reparo", causing her artificial skin to knit itself back to together until it looked like nothing ever happened.

Completely amazed by the magical act, Penny started in awe at her now fixed Hands, seeing no rips or tears and not even a wrinkle is seen.

Before Penny could ask or thank Ruby, they heard the Atlesian Human Soldiers were coming their way.

"Check down here!" one Atlesian Human Soldier commanded, running down the alleyway.

Thinking quickly, Penny grabbed Ruby by the shoulders and lifts her above her head effortlessly.

"You have to hide!" Penny stated, walking towards the dumpster.

"Penny, wait! What are you doing? You don't have to go with them! I can help you!" Ruby said before she was thrown in the trash and lifts the lid so she can still talk.

"It's okay, Ruby. They're not bad people; I just don't want to get you in trouble. Just promise me you won't tell anyone else my secret. Okay?" Penny asked seriously.

"I promise." Ruby replied as she lowers her head into the garbage as the lid is put down, but she lifts it a little to peek at the scene outside.

"There she is!" one Atlas Soldier #1 stated.

"Sal-u-tations, officers!" Penny greeted pleasantly.

"Why were you running? And what happened to the other girl?" The second Atlas Human Soldier asked the hidden Android.

"What girl? I've been by myself all day!" Penny lied, causing her to hiccup.

"You shouldn't cause such a scene." Atlas Human Soldier #1 lectured.

"Are you ok?" the second Atlas Human Soldier asked in concern.

"Not even a scratch." Penny replied, showing her hands to the two Atlesian Human Soldiers.

"Your father will be glad to hear that." The first Atlas Human Soldier stated, relieved that Penny didn't get a scratch.

"Please, just come with us." The second Atlas Soldier stated, knowing that they're going to get it when they get back.

"Yes, sir!" Penny replied as she was escorted away as Ruby looks on in sadness... until a rat screeches from below her feet, causing the young Huntress to fall and close the lid on herself.

---

The Shady Part of the City of Vale

With Yang and Neptune.

In the ruined parts of Vale, the sound of an engine gets closer and closer until Bumblebee pulls into the street and stops just short of the camera, showing Yang Xiao Long behind the handlebars in her matching helmet.

Taking off the helmet, talking to someone off-screen as she gestures with her thumb to the music playing nearby.

"Come on, my friend's right in here!" Yang stated, getting off the bike to reveal Neptune sitting right behind her, hair and goggles messed up with a petrified expression of terror on his face.

"Cool…" a dizzy Neptune replied before he shakes his head, somehow perfectly fixing his appearance, and gets off the cycle, looking around worriedly.

"And where exactly is... here?" Neptune asked, completely ignored by the Blonde Brawler.

The music from Junior's Club gets louder once inside to show Junior behind the bar adjusting his cuffs as his Henchmen stock the bottles, carry boxes, and otherwise stand around on the dance floor, until...

"Hurry, close the door - she's coming!" a henchmen shouted as the two ran in, slamming the doors shut.

"What are you two idiots doing?!" Junior asked, walking out of the bar.

The Henchmen shouted incoherently until an explosion knocks them to the ground and forces the doors open, allowing a familiar face to walk in through the smoke.

"Guess who's back!" Yang shouted as she continues to smile and pose as eight guns are pointed in her face with an equal number of angry Henchmen behind them. Though this doesn't faze her, she stops and glares at the recording studio where the track is messing up until the frightened bear-headed DJ takes the needle off the record and retreats back under the table.

"Yeah, so could you define "friend" for me?" Neptune asked, appearing behind her.

"Stop, stop! Nobody shoot." Junior commanded as he cut his way to the front, straightening his tie.

"Blondie, you're here! ...Why? And is your boyfriend here with you?" Junior asked nervously, not wanting his club to be destroyed for the third time.

"You still owe me a drink." Yang replied as she grabs Junior by the arm and drags him to the bar through the hired guns.

"Whoa-ho-ho-ho, what a woman." Neptune said, starring lovestruck before he breaks from his lovestruck, staring to see the twins Melanie and Miltia Malachite standing beside him.

"'Sup?" Neptune asked with his signature grin.

"Whatever." The Twins replied in unison as they walk away with their noses in the air.

---

With Blake, Ben, and Sun.

Meanwhile, Blake's fingers trace three scratch marks on a wall before peeking around its corner and seeing a pair of horned Faunus as they are ushered into a building by a bearded man.

She turns to Sun next to her.

"This is it." Blake stated.

"You sure?" Tiger Claw asked, earning a glare from the Cat ear girl.

"Y'know, we're just gonna take your word for it." Sun added, a little scared from her glare as she removed her bow.

The three began to walk inside the building to a hallway filled with cases, seeing another man announcing "New recruits, keep to the right!" at the young trio as they follow.

"I don't get it. If you believe what you're doing is right, why hide who you are?" Sun asked as he holds out the half-mask in his hand.

"The masks are a symbol. Humanity wanted to make monsters out of us, so we chose to don the faces of monsters." Blake explained with her knowledge during her time in the White Fang.

"Grimm masks... That's kind of dark." Tiger Claw stated, making extra sure that the Ultimatrix Symbol on his chest won't be seen.

"So was the guy who started it." Blake replied, thinking about her former partner as she put on her mask.

"Always sunshine and rainbows with you." Sun added as he followed the two.

The new recruits to the White Fang are moving in a line to the side of the stage, a mere few dozen compared to the hundreds of white-vested, black-hooded soldiers to their left and up above in the balconies. Blake, Ben and Sun look around themselves when they stop, and a fully-masked man with tattoos standing starts speaking before the large sheet emblazoned with the bloody wolf and claw marks.

"Thank you all for coming. For those of you who are joining us for the first time tonight, allow me to introduce a very special comrade of ours! I can assure you, he is the key to obtaining what we have fought for for so long!" The White Fang Lieutenant explained to his fellow Faunus brothers and sisters.

Right as he finished his sentence came out a very pale skin man as his eyes are light blue and constantly have a sickly gray tinting around them.

He wears wears three layers of clothes: a button-up white shirt with a protruding collar kept partially buttoned, a plain gray hoodie, and a black leather jacket with a red interior, two horizontal white lines on each sleeve, and a red tribal design on the back. On his lower body, he wears plain blue jeans and black shoes.

"What's a Human doing here?!" a Deer Faunus shouted, spreading the word Human out like it's poison.

"Who says I'm human?" The man asked as a horrifying sight for everyone especially the two students at Beacon.

The man opens his mouth as multiple sets of Red Nanites came out of every hole in his body including his eyes, causing blood to spill everywhere like a geyser revealing that it was the Alpha Nanite possessing a Human body.

"What are you?" the same Faunus asked, feeling afraid of the red phantom-like creature.

"I am the Alpha Nanite! I am here to help destroy the two humans that are a major threat to the White Fang… Ben Tennyson and Rex Salazar!" the Alpha Nanite explained, looking at Tiger Claw right in the eyes as he sensed the Ultimatrix.

'Crap! he knows I'm here!' Tiger Claw thought, knowing that the Alpha Nanite can sense machines including Alien Technology due to his time being trapped in the Null Void.

"I know Ben Tennyson has a form that can destroy the moon. BUT, I have a way to nullify his powers! For example." Alpha stated, charging at Tiger Claw as he sent a wave of Nanites with his hand stretching towards his Ultimatrix symbol as he tried to hack it again as the Ultimatrix Symbol flashed between Nanite Red and Ultimatrix Green.

Everyone stared in shock as the Tiger cape was pushed back to reveal the green hourglass symbol on the Tiger Faunus's chest before the Alpha was electrocuted by a large feedback energy pulse as the Ultimatrix activated its improved Galvan Security Measures and Ultimatrix Security System against the Rogue Sentient Nanite that tried to hack it again.

"You didn't think that will work twice did you?" Ben asked, jumping on the stage as all the White Fang members pointed their weapons at him.

"What's your plan, Alpha? You're not going to try and cause a second MENAGERIE INFECTION are you?!" Tiger Claw asked, causing everyone to gasp in horror.

"What? Are you saying none of you knew he was the one who caused it? Well, he was the one who caused most of the island to become infected, almost causing them to become monsters that most people make you out to be. And don't any of you say that I'm racist, considering my company has offered time and time again you treat everyone as equals and I have. But I don't see equals I see monsters. You all claim to be equals, but how many people will it take until you are satisfied how many deaths will be on all of your hands?" Tiger Claw asked, causing most of the newer recruits to agree.

"YOU LIE! IT WAS YOU HUMANS!" a Wolf Faunus screamed at the Ultimatrix-bearer.

"Yes, humanity has done horrible things to you we have treated you like animals based on your characteristics, but you also have done horrible things to us, but two wrongs don't make a right. If you truly wish to do this, I won't stop you, but there is another way to become members of our society work hard; it will take a long time yes. But eventually, everyone is treated as equals happened in America and it will happen here." Tiger Claw explained as the Alpha recovered from his electric shock.

"I WON'T BE STOPPED!" the Alpha Nanite screamed, flying through the curtain.

"That's not good." The Lieutenant said as the curtain was removed to reveal a Prototype Atlesian Paladin-290 pointing his guns at Tiger Claw.

"You know what they say: Exit, Stage Right." Tiger Claw stated, jumping out a nearby window with his companions following him as fast as they can, the mechanized sound of running power signals the Altesian Paladin's activation, and it crashes through the wall of the building in pursuit of the runaways, who leap off of a car and manage to get on the roofs. The Paladin follows beside them on the street as Blake, Tiger Claw, and Sun run, jump, and flip from rooftop to rooftop.

"So you wouldn't happen to have... oh, I don't know... some form of backup?!" Sun shouted as he, Blake, and Tiger Claw were running for their lives from the Prototype Atlesian Paladin-290 that was possessed by the Alpha Nanite.

"On It!" Tiger Claw shouted as he twisted his Ultimatrix Symbol, activating the call function.

"Guys, if you could hear me, we have a problem. It's the Alpha! Somehow, he managed to steal an Atlas Mech Suit that is chasing us, and we need back up now!" Tiger Claw shouted as the call went to all of their scrolls.

"On our way, Ben, try to lead him away from as many civilians as possible! Weiss and I are on our way now." Rex replied, building his Nanite motorcycle: The Rex Ride as Weiss hopped on.

"Where are you guys?" Yang asked, but right on cue, behind them, the three can be seen running through the street with the Paladin hot on their heels before they all disappear from view.

"I think that was them." Neptune stated with a little sarcasm in his voice.

"Yeah, I got it." Yang replied, putting her Scroll away before she quickly circles her ride around - much to Neptune's alarm - and drives off to follow them.

---

The City of Vale's Highways

The three somehow make it to the highways, jumping down into the busy street and continuing their escape by hopping on cars while the Paladin follows them by pushing vehicles out of the way.

Sun pauses to look at their pursuer's path of destruction and offer a quick "Whoa!" before leaping onto more cars, much to the anger of the Alpha Nanite inside the robot, his face surrounded by blue holographic screens.

Yang and Neptune were able to follow the Alpha mech suit on their ride, coming up next to it as it runs.

"We've gotta slow it down!" Yang shouted over the Wind and Traffic.

"Got it!" Neptune shouted as he reaches for his gun, but Alpha notices the pair on his sensors and crashes into a multitude of cars with the Paladin's strong bulk, sending them flying towards his chasers.

"Hold on!" Yang shouted as she swerves, leaning her bike to the side in avoidance of flying debris while Neptune flails in a panic. Back on two wheels again, Neptune unslings his weapon aims as sparks start flying and fires several bolts of blue electricity at the Paladin, causing Alpha to grimace from the force of the attacks.

Switching strategies, Neptune flips the gun and it grows a shaft and an energy blade at the end, then jumps from Yang's bike as the spear's head splits in three and drives it into the top of the Paladin casing the three to stop there stop there car hoping.

"Neptune, hang on!" Sun shouted as Neptune is trying his best, but the Alpha Nanite posessed Atlesian mech keeps bucking and threatens to make him fall.

Closing his eyes, Sun smashes his palms together, and from the golden Aura around him, his Semblance creates two glowing outlines that copy their creator, leaping off and going back over the tops of vehicles to collide into the Paladin's front.

They explode into blinding light upon contact to let Sun leap forward with Ruyi Bang and Jingu Bang held high, but Alpha finally turns enough to send Neptune flying off and knocking into his leader, sending both of them off the highway.

As Ben looks on from His spot, He hears a voice from his Ultimatrix Symbol:

"Guys we're in position!" Weiss stated as she jumped off the Rex Ride, landing on the highway in the middle of the road, holding Myrtenaster at the approaching Alpha.

Alpha smiles as his robot charges the girl, but Weiss spins and plunges her blade into the ground, summoning a circle of ice across the pavement that causes the Paladin to slip and crash, actually flying over the young Huntress and falling off the ramp, landing further down before Ruby, already having her Crescent Rose out in scythe form.

The Paladin stands back up, and the rest of Team RWBY and the two Heroes of Team 10 falls beside their leader to take up positions, causing Alpha to chuckle, moving the robot slowly towards the 6.

BGM- My Demons- by Starset.

"Freezer Burn!" Ruby shouted, commanding her teammates for their special Team Attacks as the first one is Yang and Weiss.

Ruby and Blake jump back out of the way as Weiss performs her same ice-circle trick while Ben changed into Big Chill creating even more ice, but backs out of Yang's way when she jumps into the air and hits the epicenter with her Ember Celica, creating a wave of mist that surrounds Alpha.

Immediately, the Paladin activates its laser sensors to make up for the lost sight, but it barely sees the afterimage of Blake and narrowly misses the dashing Yang. A gun manages to fire at the area between Blake and Yang, but out from the blast comes Ruby, who slashes the metal with her blade, causing it to falter.

"Checkmate!" Ruby shouted, their next team attack of Weiss and Blake.

Blake, Rex and Weiss go in this time, each girl going for the feet until Rex jumps up and stabs a sensor before leaping off of with the help of the Punk Busters.

Alpha lifts the Paladin's foot to crush Blake, but Weiss summons a Glyph under her teammate to launch her backwards before the crushing blow can land as Rex uses the Smack Hands, punching the suit back.

Alpha growls and fires off the missiles, but Weiss and Blake flip backwards as the explosions merely hit where they were.

Finally, Rex jumps up too high, and Alpha fires a double energy blast at her.

Weiss's rapier, Myrtenaster, absorbs the damage, but Weiss is thrown back, so she casts a beam of light from her weapon to the ground under Blake, forming a yellow clockwork circle that's absorbed into the Faunus girl and lets her slice through each launched missile with ease in a flurry of super-fast slashes.

"Ladybug!" Ruby shouted, running into the fray as she and Blake were about to do this team attack.

Ruby shoots herself forward and cuts at the robot's legs, then turns as Blake aims herself at the giant's feet as well.

They both dash forward and attack at the same time, circling each other around the Paladin with each strike until they both launch themselves into the air and come down together on the shoulder, cutting off the left arm entirely.

Yang doesn't waste a second, jumping onto the Paladin's back and punching the top with fiery shotgun blasts while Ben changed into Four Arms, punching the cockpit. seeing as he can't reach them with his remaining mechanical arm, he runs backwards through two columns and leaves her embedded in a third before backing away and turning towards her.

Just as she is falling down, the remaining arm extends a closed fist, and when it punches her, she flies through the column and doesn't get up.

"Yang!" Blake shouted, worried for her partner.

"Don't worry! With each hit she gets stronger, and she uses that energy to fight back! That's what makes her special." Four Arms explained, knowing his girlfriend's Semblance and taking the words right out of Ruby's mouth as he was engulfed in a flash of green light, changing into another one of his heavy hitters.

Yang slowly gets back on her feet, her hair burning a brilliant white as she clenches her fists.

Sensing victory, Alpha throws a punch, but Yang catches it in her own hand (despite the ground cracking beneath her) and, eyes red as Rath appeared, destroying the last arm by using his Copy Semblance to copy Yang's "Draw Strength from Hits" Semblance or her Semblance of Rage.

Getting desperate with his armless robot, Alpha immediately kicks Yang and Rath to the side, but as they passed Ruby and their teammates...

"Bumblebee!" Ruby shouted, commanding for another team attack which is normally Blake and Yang, but Rex joins as he was about to help his partner along with Blake with her partner also.

With the command given to them, Blake and Rex unleashed their respective weapons with Rex activating his first function of the Proto-Tool/Rex-Tool, causing it to turn into a grappling hook and Blake with Gambol Shroud's Kusarigama mode to catch them while they were flying, and the Cat Faunus and Human EVO uses the momentum to swing the glowing couple around for a final hit to the robot.

Alpha, however, steps out of the way just in time to avoid complete destruction.

"We have to slow it down!" Ruby stated to her teammates and the two Heroes.

"And how do you propose we do that?" Weiss asked her partner/leader.

"Ice Flower!" Ruby shouted, their last Team attack that is her and her "Super Bestie better than the Restie!"

Twirling their weapons so they both point at Alpha, Weiss creates a series of glyphs in front of the scythe's sniper barrel, and a single shot through the circles creates a dazzling spiral of energy that creates large icicles upon impact with the Paladin.

Ruby continues to shoot as Weiss freezes the fire, and as the ice completely envelops the robot's body, Blake and Rex swing their partners around in a circle one more time, but with Alpha unable to move, the Paladin is hit by the speed and power of Rath's and Yang's fists, destroying it into hundreds of pieces with the Alpha nowhere in sight.

BGM END.

"Where is the Alpha?" Ruby asked, approaching the pile of rubble.

"RIGHT HERE!" the Alpha Nanite shouted in reply as Hundreds of Thousands of his Red Nanites appeared from every piece of the rubble flying into her mouth, shocking everyone of what he was doing to the daughter of Summer Rose.

"RUBY!" Rath, Rex, Yang, Blake, and Weiss shouted in worry.

Everyone stared at the Red and Black colored girl, praying to every Deity in existence, hoping that Alpha has not done the way they think he's done.

There fears where proven true when "Ruby" started to laugh maniacally.

But it was not her usual laugh full of a cheer and innocence, this was a laugh full of hatred, lasting for years as it was the same laugh that will cause the poor girl nightmares for years to come.

"No, Brother. I am the Alpha and you will give me the Omega-1 Nanite or the girl here dies." The Alpha Nanite replied with "Her" eyes glowing Sliver with the Center Nanite Red.

"THIS HAS GONE TO FAR, ALPHA! THIS TIME YOU DIE!" Rath roared as he raised his fist, getting ready charger before "Ruby" raised her Scythe to her neck.

"Don't even think about it, Ben Tennyson. The only one who will move is my brother. Now, give me the Omega-1 Nanite or the girl dies!" Alpha demanded as "Her" eyes glowed Silver and Nanite Red even more.

"What are your demands?" Weiss asked the 6-year-old sentient Nanite.

"You will all drop your weapons and you, Ben Tennyson, will change back. Any sudden movements, and I'll kill her for good!" The Alpha Nanite answered seriously with no regret and remorse.

Saying that they had no other choice, Weiss, Blake, Yang, and Rex all tossed their weapons at "Ruby's" feet while Rath changed back to normal.

Smirking, The Alpha Nanite/"Ruby" lowered Crescent Rose, just enough to not pose any real threat to his host body while he casually walked closer to Rex meeting him halfway.

"Ben, do something! You got to have an alien that will stop him." Yang said to her boyfriend, hoping that he has a powerful alien that can stop the rogue Nanite.

"Yes, I do… NOW REX!" Ben shouted, giving a signal to a lower Rex to use the Smack hands to hold his Nanite possessed girlfriend's body still with one hand and equipping the Blast Caster in the other to electrocute her body, preventing the Alpha from killing herfrom the inside.

"Ben, what are you going to do?" Blake asked, hoping that her partner's boyfriend can save their possessed team leader.

"I'm going to use the one alien that I didn't tell any of you about." Ben replied, lifting the Ultimatrix to his face.

"Ultimatrix, activate Emergency Transformation 10 Override Code 10!" Ben mandated at the Galvan device.

"Password required." The Ultimatrix replied in Azmuth's voice as if he was begging him to reconsider.

"Nothing is True. Everything is permitted." Ben answered, knowing everything is once again going to change.

"Password accepted. Transformation Lock Out: Overriden. Transformation 10 now available." The Ultimatrix responded, still using its creator's voice as a emerald green hologram of a chain appeared from the top of the dial, the holographic chain broke itself in half as it began to change into an Alien DNA strand or Double Helix as it went back inside the dial to reveal a hologram of an Alien that he will only use as a 100% Ultimate Last Resort.

Now that he has access to his most powerful alien, he glared at the Alpha Nanite possessed body of Ruby Rose one last time before slamming the dial in a flash of emerald light, changing into his most powerful and yet most useless alien.

As the Ultimatrix was absorbed into his skin, the familiar green ball of energy traveled through his veins, rearranging his genetic code and mutating his cells from within. Ben began to hold completely still as he was now was entirely solid black with tiny white star-like spots all over his body, giving him the appearance of a starry night sky. The camera zooms towards a small green planet in the center of his forehead as the planet began to glow green and then white in a bright flash, completing his transformation into an his most powerful and useless alien with OMNIPOTENT Power.

Now if you were told to describe a Celestialsapien's body in One word, it would be Starry.

If you're asked to describe meeting a Celestialsapiens in a single sentence, it would be "An aspiring experience!"

Most people would sell their very souls to get a single glimpse at one as Celestialsapiens as they are among the most powerful species in Ben's Universe, being capable of controlling reality, space and time. Their reality warping is seemingly without limit - a Celestialsapien can make its very thoughts become reality and survive anything up to (and including) the destruction of the entire universe around them.

However, they have to follow rules that regulate the use of their powers, such as the Multiverse Preservation Act.

Now, in Ben's place is a Humanoid Alien whose entire body is solid black, excluding his hands, which are white. He has tiny white star-like spots all over his body, giving him the appearance of a starry night sky. His eyes are green and lack pupils, and his forehead bears three horn-like protrusions. Later, it is implied that his starred body isn't simply 'aesthetic', but that and by extension all of his people/race are, or contain their own 'pocket universes.'

This is Alien X, a Celestialsapien from not a planet, but a place called the Forge of Creation, and is one of THE MOST POWERFUL Alien in Ben's Arsenal in his Ultimatrix's playlists.

The Forge of Creation is a place hidden to everyone in Ben's Universe except the Celestialsapiens and Professor Paradox and anyone with an alien artifact in Ben's Universe called the Map of Infinity.

The Map of Infinity is one of the most important objects in Ben's Universe as it's a complete map of space-time, extending through 17 dimensions and dangerous if it fell into the wrong hands and its appearance is an Infinity Symbol made out of four pieces.

The Forge of Creation is the source of Ben's Universe's greatest power. Additionally, it is where ideas become real and the Forge of Creation is located outside of Ben's Universe.

Because Professor Paradox is not allowed to be within 500 light years of a Celestialsapien, he is not allowed to enter the Forge of Creation.

Due to Professor Paradox hiding the Forge of Creation, it was enclosed by a Chrono Randomization Barrier, as it is out of sync with all time and without the Map of Infinity, making it totally inaccessible, except for him and Celestialsapiens.

"ALIEN X!" the Celestialsapien shouted, now completely frozen as he was floating about a foot above the ground.

Weiss, Blake, Yang, and Rex were unaware that the reason Alien X is frozen and floating about a foot above the ground is because Ben as Alien X's 3rd Voice: The Voice of Reason is now arguing/reasoning with the other 2 Voices or Personalities inside the Celestialsapien's dual conscious/pocket universe and until an agreement is made, Alien X can perform simple movement and can transform back to normal with the Master Control or manually pressing the Ultimatrix Symbol unless all 3 personalities agreed or Ben serving as the tie breaker for Alien X; if two of the personalities agreed on something, then the motion will be carried.

"Whoa! What is this one?" Yang asked, having never seen or heard of anything like this one as this alien her boyfriend is right now looks freakin' awesome in this form.

"Whatever it is, I hope it works. I don't know how many shocks I can give her without killing her." Rex stated, still shocking the Alpha Nanite possessed Ruby Rose.

"Ben, whatever you're going to do, you better do it now!" Weiss stated, trying to speak with the Celestialsapien, however, he didn't respond due to him trying to reason with Alien X's other 2 Personalities inside the Celestialsapien's dual consciousness.

"Ben? Ben? BEN!" Blake shouted, waving her hands in front of his green eyes and even slapping him a few times, having no effect other than hurting her hand from the frozen Celestialsapien's body.

---

Alien X's Pocket Universe or "Mind"

With Alien X's Voice of Reason AKA Ben.

Inside Alien X's Pocket Universe or "Mind" there is an endless expanse of nothing but stars everywhere.

In the "Center", if the endless expanse were two giant green faces.

The one on the left who looks like a Male green Human face with wrinkles all over his face. He has no visible Eyes or teeth as whenever you look through them or whenever he's talking to you, you could see the background of the endless expanse.

This is Bellicus, the Voice of Rage and Aggression.

The one on the right looks a Female green Human face with no real define characteristics.

This is Serena, the Voice of Love and Compassion.

These two are the ones that make sure Alien X doesn't destroy the universe because he's having a bad day.

In order for Alien X to do anything, he must make both voices agree along with the Voice of Reason or in this case, Ben Tennyson to actually do something, but there are rare cases where the voices are totally balance, allowing someone like Ben 10 to have full control.

"Guys, we have a problem and I desperately need Alien X's help badly." Ben stated, getting straight to it.

The two voices of Alien X took a moment to look at each other before coming to a rare agreement.

"Motion denied." the two voices replied, shocking the hero.

"What do you mean "motion denied"? You both promised me two free uses per year and I'm calling in the first one." Ben stated, already angry at the two voices of Alien X.

"We mean motion denied! The deal was you would get two uses for free per year, if you would come and visit every once in a while." Bellicus replied, glaring at Ben.

"I have to agree with Bellicus this time. We agreed that you could have two free uses per year if you would come and visit us at least once a month, but you have not come visit once since traveling to this new universe." Said Serene Gently.

"Look, I'm sorry I haven't kept my end of the deal, but I really need to use Alien X, I literally have no other option." Ben stated, getting angrier and angrier as the seconds past as his Mana dangerously started to flare up, signifying his Male Anodite Transformation with the Eye of Agamotto glowing, stabilizing his power.

"Too bad. Now let's move onto more important discussions like-." Bellicus began before both he and his counterpart Serena was grabbed by a fully transformed Male Anodite or Anodite Ben.

"Listen up and listen up good! I am not in a good mood right now! My little sister figure has been possessed by an Insane Rouge Nanite from Rex's Universe! If I don't use Alien X's powers to pull him out and permanently stop him, she will die! Now either you two are going to let me use my free passes or I will find a way to destroy both of you!" Anodite Ben roared with PURE MALE ANODITE ANGER, causing the both of them to gasp before they narrowed their eyes.

"You would risk your complete oblivion over this Girl?" Alien X's Voice of Love and Compassion asked.

"And you would risk every universal counterpart of yourself to save this one person?" Alien X's Voice of Rage and Aggression.

"She is family to me. So you either help me out, or I'll start looking ways to kill two thorns in my side." Anodite Ben growled in reply, telling the two voices that he's not bluffing and being very serious with his threat.

The two seem to think it over for two minutes before they both smiled at him.

"Motivation to give full control over Alien X for the next 24 hours?" Serena asked the Voice of Rage and Aggression.

"Motion carried!" Bellicus shouted in agreement.

"Whoa, whoa, whoa! Time out! Just like that?! No countless hours of arguing? No me listening to the both of you talking about how Pluto should've been made into a real planet and how the dinosaurs should never gone extinct? Not that I'm ungrateful but what gives?" Anodite Ben asked the two other Voices of Alien X.

"You have so much love for your Little Sister figure that you wouldn't risk oblivion for every of your counterparts in existence." Serena stated, feeling and sensing the love in his body, mind, and pure hearted soul as he cares for Ruby and not just Yang, Rex, Kirby, Kara, Kitty, and Rogue.

"You have a so much rage built up in you from watching the Alpha Nanite possessing her body, you even have the guts to speak to us with a threat to try and kill us. So we both give you full control for the next 24 hours to do whatever you please. But next time if you forget our deal, we will keep you here for thousand of years." Bellicus stated, allowing Ben to give him full control for the next 24 hours and hoping that he will keep his end of the deal.

"Thank you both! Neither of know how much this means to me." Anodite Ben replied, ready to deal with the Alpha Nanite.

---

Back with the two teams.

BGM- Star Wars Anakin's Dark Deeds- By John Williams and the London symphony orchestra.

"What do we do? I can't risk another shock without causing permanent damage to her." Rex asked, hoping there would be another solution to remove the Alpha from his girlfriend's body.

"Maybe Verdona can Help. She is over 1,000 years old. Surely, she knows something that can help." Weiss hoping that Ben's Anodite Grandmother can help remove the Alpha Nanite from Ruby's body.

"Either way, we better do something quick! He's recovering!" Yang stated, seeing that Alpha was trying to leave Ruby's body, knowing that he would possibly 100% kill her permanently.

"It doesn't matter...you're too late...the girl dies." Alpha replied, trying to leave his host before he was picked up by Ruby's hair as he saw Alien X with an expression that most people would describe in a controlled matter.

"Alpha Nanite! For your crimes of the Menagerie Infection and possessing Ruby Summer Rose, We hereby sentence you to be erased from existence!" Alien X stated, speaking with all three of his voices in unison.

"I don't know what this form is, but it will do you no good, she dies now!" Alpha replied, already making his attempt to escape by leaving through Ruby's Silver Eyes before he was PULLED OUT of Ruby's body by reaching inside her chest, carefully to not hit anything vital and started pulling the Nanites OUT of her body where they noticed none of his Nanites where scattering like they normally would.

"WHAT'S HAPPENING TO ME!?" The Alpha Nanite demanded, trying to stay inside of his host body.

"This is a Celestialsapien. An alien whose powers are pure OMNIPOTENCE!" Alien X shouted in reply, scaring everyone including the duel haired girl of Roman watching.

"NO! IF I GO, IM TAKING HER WITH ME!" The Alpha Nanite screamed in reply, triggering the strange energy he found within Ruby's Silver Eyes, hoping that will do something causing them to glow bright Silver, blinding everyone except for Alien X.

"Your attempts to stop us are futile! And here is why." Alien X replied as he finished pulling the insane Nanite out Ruby's body as she collapsed to the ground, keeping her Silver Eyes covered with her hands.

"Everyone knows of a singularity known as a black hole. You may have heard of a duality, but have you heard of collapsing hole?" Alien X asked, raising his right hand to show Two Black Holes orbiting a Collapsing White Supernova.

"This is a Collapsing Hole. It is where two Black Holes Circle a collapsing White Supernova as it's exploding at the same time. One touch of this and every Atom will simultaneously explode and sucked into all three of the gravity in orbit slowly and it will be painful for you. The best part is because of the concept of physics behind it, every single part of you will cease to exist!." Alien X explained, slowly pushing his hand towards the panicking Alpha Nanite.

"NO! NO, STAY BACK! I'LL DO ANYTHING! JUST STOP!" the Alpha Nanite begged before every single and possible event of the universe touched him, causing him to scream in pain as he was sucked in to the two black holes and the orbit of the sun destroying his body forever.

The Alpha Nanite was no more and permanently gone forever.

BGM end.

"Don't think I haven't noticed you." Alien X stated, turning to a scared woman standing at 4'10" wearing a white jacket with a pink interior, brown pants, black gloves, and black and white boots with very high heels. Under her jacket is a brown corset, curved in the middle and at the bottom, exposing her hips. She also wears a multitude of necklaces, which hang haphazardly around her neck.

Her theme seems to be modeled after Neapolitan Ice Cream as it has the appropriate trio of colors in her hair and on her outfit. Her hair color is typically half pink and half brown, with white streaks on the pink side.

Her natural eye color changes between brown, pale pink, and white, and they can alternate coloration in differing combinations, with this ability apparently being entirely under her control. Because of this, she tends to temporarily have a condition known as heterochromia iridum, where the eyes of a subject have two different colors. In her case, it is complete heterochromia, where one iris in its entirety is a different color from the other.

This Neopolitan or Neo, an associate of Cinder Fall and formerly Roman Torchwick.

Quickly trying to escape, Neo tried to using her Semblance of Illusions to create a false image of her standing perfectly still while trying to run towards a nearby escape vehicle only to be picked up by her neck.

"Illusions do not affect me at all. You're going to take a message to your boss: I just erased the Alpha Nanite from existence. No form of him remains not even his original blueprints and even the memories of how to create him are gone. As I said before, this form you see right now can literally do anything. So you're going to tell them that if my kids are hurt by their plans, I will personally hunt them down and they will cease to exist. No! Instead, I'll make it to where they were never born in the first place so don't test me, girl!" Alien X stated with warning before throwing her away, causing her to shake her head "Yes" when she landed before running away in fear.

After making sure that she was gone, Alien X raised his hands towards the sky, pointing at the shattered moon and began fixing all the damage that was done tonight towards everything.

Before he changed back, he was interrupted by Ruby saying something that made him wish he had take his time when destroying the Alpha Nanite.

"Guys… I can't SEE!" Ruby yelled, removing her arm to show her once bright Silver Eyes filled with such kindness towards everyone were now Milky White, completely dead to everyone.

Ruby Rose is PERMANENTLY BLIND after the Alpha Nanite damaged and tampered with her Silver Eyes.

"Oh my God!" Rex cried out, horrified by what he was seeing.

"Oh my..." Weiss muttered just as horrified with everyone else and feeling bad for her leader/partner.

"I think I'm going to be sick." Blake added, throwing up the bit at the state of her leader.

"Ben, fix her eyes NOW!" Yang demanded, wanting her boyfriend to restore her baby sister's Silver Eyes.

"Already on it." Alien X replied, snapping his fingers… Only for nothing to happen.

"Stop playing around and fix my eyes! Please..." Ruby begged as she began to cry, tears streaming down her Milky White Eyes.

"I'm not playing around; it's not working!" Alien X replied before he realized something.

"Hold on! First, we need to get out of here, then there are two people I want to "talk to"..." Alien X stated, scooping the Milky White Blinded crying Ruby up in a bridal style before he teleported everyone away to Beacon Academy.

---

Beacon Tower, Beacon Academy

In the Headmaster's Office.

In the Headmasters Office, Glynda, James, and Ozpin were arguing with each other after the General learned that Amber is no longer living at Beacon and they now know the identity of the one who stole her Fall Maiden Powers.

"And I'm telling you, Ozpin, we need to stop her now! So tell me who it is so we can stop her." James stated, wanting to apprehend and kill the suspect who stole Amber's Maiden Powers.

"And I'm telling you No, James! If we reveal we know something this early, Salem could easily do the same thing, and we wouldn't know how to stop it or what the plan is." Ozpin replied, disagreeing with his ally as he doesn't want to cause a panic and mistrust between the people of Remnant.

"Then we should take back the powers now, and find the rest of the Maidens to keep them safe." James stated, trying to reason with the cursed Beacon Headmaster.

"Or you could shut up and leave while the adults talk." Alien X added, appearing with all of Team RWBY and his partner, surprising everyone.

"Not now, Tennyso-!" James began before he disappeared, like he wasn't there to begin with as Alien X snapped his fingers.

"Good. Now that he is gone...make room!" Alien X ordered, clearing everything off the Headmaster's desk before gently laying the crying Milky White-Eyed Blinded Ruby Rose on said desk.

"Benjamin, what is- Oh my Oum! What happened!?" Glynda asked, seeing the condition of her youngest student's eyes.

"The Alpha Nanite happened! He possessed her body and somehow caused her Silver Eyes to activate. My guess is that he activated too much power then her eyes could handle at the moment, causing this to happen." Rex explained, glad that Ben permanently destroyed Alpha as Ben and him planned to tell Caesar about this.

"Yes, that makes sense. It is known to happen to Silver-Eyed Warriors when they activate their eyes for the first time." Ozpin explained with his knowledge of the Silver Eyed Warriors.

"Silver-Eyed Warriors? This is known to happen? What are you all hiding from us?" Weiss asked, angry that the Headmaster was keeping secrets from them.

"It will take too long to explain. But do you know how to fix them if this actually happened?" Alien X asked, causing Ozpin to get nervous a bit.

"I don't know how to tell you this, but I don't know how." Ozpin replied, causing Ben, Rex, Yang, and the crying Blinded Ruby to scream in anger.

"WHAT DO YOU MEAN YOU DON'T KNOW HOW?!" The two boys of Team 10 and The half-sisters of Team RWBY demanded, wanting answers from the cursed Beacon Headmaster.

"As you four are aware, I have lived countless life times, but not once have I ever been reincarnated as a Silver-Eyed Warrior. Even when I fought alongside them, they always kept secrets about their eyes and how they work even if I wanted to help. I couldn't, there's nothing I can do. I'm so sorry, Miss Rose. Rest assured, we will not stop until we find a way to fix your eyes." Ozpin explained, feeling sorry for his youngest student to suffer from the Rogue Nanite from Rex's Universe.

"I don't know what's going on, but can't you just give her mechanical eyes?" Blake asked, suggesting that it could replace them and restore her vision.

"We couldn't even if we wanted to, but the magic left over from her eyes would reject them with a nearly 99% chance." Ozpin explaining, knowing that would not work with a Silver-Eyed Warrior.

"Yang, call your Mom and Dad. See if you can get in contact with your Uncle too while I have a talk with the voices in my head." Alien X stated to his girlfriend before he once again started to zone out, signaling that he's going back to talk to the two possibly dead voices.

Not wanting to know what he meant by talking to the voices in his head, Yang quickly pulled out her scroll, pulling up her dad's number.

"What is it, Yang? I'm a little busy at the moment." Taiyang asked over the call.

"It's Ruby! She is completely blind! I need you to wait until I call mom so you can get here quickly." Yang explained before hearing her dad's scroll being passed to her mom.

"No need, I'm already here. Your father and I are trying to get back together, but rest assured, we're on our way now." Raven replied as a swirling red and black portal opened up next to the Beacon residence.

"Start from the beginning and explain everything! Don't leave out a single detail!" Taiyang stated very seriously, worried about his youngest daughter.

---

Alien X's Pocket Universe/Mind

With Alien X's Voice of Reason AKA Ben.

"WHAT DO YOU MEAN YOU CAN'T FIX HER EYES!?" Ben demanded.

"We mean just that. Despite popular belief we actually have two Weaknesses." Bellicus explained to Alien X's Voice of Reason.

"The first is getting everyone to agree make it to where a Celestialsapien can't do anything and the other is ignorance." Serena added, agreeing with Bellicus.

"While Celestialsapiens are all powerful, it's not all knowing. While we can create just about anything, we have to know the basics behind it for example if you wish to create a new type of bear you have to know what it will look like what it would sound like it's Oregon is what they do will be a new type of Oregon etc. but since we don't know the magic or the properties behind the magic in her eyes we can't fix Them." Bellicus explained as he and Serena have no knowledge of Magic in Remnant except their Knowledge of Magic and Mana in Ben's Universe.

"You two are no help... it's fine. I'll think of something...I'll be back, but for now, I'm changing to my normal self." Ben replied, leaving as he commanded Alien X to use the Ultimatrix's Master Control Access to turn himself back to normal.

Back with the others.

"So there really is nothing you can do for my eyes?" Ruby asked, trying to not cry again.

"I'm sorry, Ruby, but your mom was extremely secretive about her eyes and everything behind it." Taiyang replied, knowing that there is nothing he and the others can do as she'll have to live with her blindness for the rest of her life.

"Isn't there anyone who would know something?" Rex asked, hoping that there's an alternate solution.

"What about Logan? Surely he would know something." Raven suggested.

"Who is Logan?" Weiss asked, looking at the members of the Xiao Long-Rose Family.

"He is our Grandfather, but I thought he died." Yang said in confusion.

"The only part of him is dead is his heart. After your step-mom died, he completely shut himself off from everything. I go to visit him once a month, but he hasn't said anything since her funeral." Taiyang explained, knowing that his father-in-law refused to talk to anyone since the death of Summer.

"Besides, he wouldn't help anyway. I know my old friend well enough to know that he is nearly as old as I am, considering how long a Silver-Eyed Warrior's life span which is 4 times a normal persons, but his is nearly 7 times that." Ozpin explained, knowing that he is friends with the old Silver-Eyed Warrior.

"Why wouldn't grandpa help me?" Ruby asked, wanting to know why her own grandfather won't help her.

"He has grown tired of fighting. He actively tried to prevent Summer from becoming a Huntress, but he couldn't say no to his "Rose Princess." But he also swore if anything happened to her eyes or any of his grandchildren, he swore to not help them and fix them to keep them safe." Taiyang explained.

"So the only person who would know how to and would fix her Silver Eyes is dead." Blake said, causing Ruby to tense at the one person who could truly fix her blindness.

After she said that, Ruby began to remember about her late mother with her Silver Eyes, causing a new wave of tears from her Milky White Eyes as the words echoed in her head.

"WAIT! WHAT ABOUT MOM?!" Ruby shouted, tears once again streaming down her blind eyes.

"What are you talking about?" Weiss asked before realization struck all of them like Lightning except for the three teachers.

"I'll go get Star Light." Ben stated, changing into Big Chill and racing back towards them with the weapon in hand.

"How is a Scythe going to help us?" Glynda asked her Student-Teacher Assistant.

"That's right. You don't know about this yet. So allow us to properly introduce Lady Death herself." Ben said as Lady Death herself appeared to come out of the Shadows.

"Hello, Adopted Father of Kirby/Clark, what do you need?" Death asked the Shapeshifter.

"I need you to bring me the soul of Summer Rose this is very important!" Ben explained very seriously.

"A little unusual, but may I ask why?" Death asked, causing Rex to answer her question.

"Look at Ruby's Eyes." Rex replied, causing his girlfriend to once again cry at the reminder as Lady Death herself stared at the crying Ruby's Milky White Eyes, telling her that she is blind.

"Oh... I see. Very well, I shall bring the daughter of my old "Friend" here." Death replied, leaving to get the soul of Summer Rose.

"Who was that? And why did I feel my very soul quake in her presence?" the cursed headmaster asked his students.

"That was Death herself. It's a long story, but she may be the only way we can fix Ruby's eyes." Weiss explained, hoping that the Grim Reaper can use her power to fix her partner's blindness.

"Well I better go before she attempts to burn me alive and uses those boots of hers on me." Raven stated, not wanting to deal with her former best friend as she can feel the chill of Fear and Death once again going down her spine as she wasn't ready to face her as she is not redeemed just yet.

"What's so bad about her kicking it?" Blake asked her partner's mother.

"It's not the kicks I'm afraid of." Raven replied vaguely before Death came with a bottle.

Never in all of Time and Space has opening a bottle been more intense or life changing.

Never has anyone been more anxious and worried at the same time.

Never would Benjamin Kirby Tennyson regret doing this next decision.

When the smoke became solid and dissipated to reveal the leader of Team STRQ, the second wife of Taiyang Xiao Long, the mother of Ruby Rose and Step-Mother of Yang Xiao Long, Summer Rose.

Summer almost appeared to be the spitting image of Ruby, having the same silver eyes, fair complexion, and gradating black-into-red hair that was longer than Ruby.

In her younger days with her team, she appeared to be dressed in a white hooded cloak and a skirt, much like her daughter's style. In comparison to the rest of her old team, she appeared to be the shortest.

The only real way you could tell each other apart was that Summer was taller than Ruby going up to Taiyang's shoulders, and was more er…. developed then Ruby.

"Summer? Is that You?" Raven asked, a little afraid of seeing her former best friend here due to Lady Death.

"Taiyang, why is this BITCH Here?" Summer asked, completely ignoring Raven's existence.

"It's a long story; one that we don't have time to explain, but look at Ruby…. Mom? Mother? What do I call her now?" Yang asked, knowing that Raven is her Birth Mom and Summer is her Step-Mom.

A little confused, Summer turned her head to see a Milky White-Eyed blind and crying Ruby.

"Oh my Oum! My Little Rose Blossom! What happened?" Summer asked, wanting to know what happened to her daughter.

"Long story short; she was possessed by someone called the Alpha Nanite possessed her and activated her eyes, unfortunately, using too much power caused her to go Blind. Is there anyway to fix her?" Weiss asked, looking at a her partner's mother.

Now removing her white hood in sadness, Summer had some tears of her own, making things worse for everyone.

"I'm sorry, but there is nothing I can do so long as I'm dead." Summer explained, knowing her father is going to be no help.

Don't get her wrong, she adores her father, but he can be overprotective when it comes to Summer and Ruby but luckily for everyone, he can't say no to her.

"Then we'll just have to text that." Ben stated, earning Death's Judgment to his face as Lady Death glared at him.

"Don't even think about it, Tennyson. The Dead will stay dead so long as I am in charge. No one will be resurrected unless I'm giving the orders to." Death explained, reminding Ben about the rules of the universe or multiverse especially about resurrecting the dead.

"Fair enough. How about a wager instead? If you can hurt this one form, she will stay dead and as an added bonus: You can take my powers as well including the watch." Ben offered, shocking everyone as he challenged Lady Death.

"Accepted. But you should know, Death always wins in the end." Death replied thanking that Ben is just like any of those other arrogant people who think they can cheat her.

"Good. Because I just already won." Ben replied, changing into Alien X and shocking Lady Death.

"A Celestialsapien!? I can't hurt them!" Death shouted as she realized that someone actually cheated her.

"Then I win. So I will be taking one soul to go please." Alien X stated to the Grim Reaper.

"You will not have her! You cheated!" Lady Death angrily shouted in reply, taking the soul of Summer Rose with her.

"If she thinks that will stop me, then she is sadly mistaken. Ruby, hold on a little while longer, you will get your sight back before the night is over." Alien X said to his little sister figure.

"Just please hurry!" Ruby begged, wanting her sight back.

Knowing that Ruby is starting to panic, Alien X held out his arms as if he was going to carry a princess out of a castle, causing a ripple effect to appear in his arms that eventually took shape of the body of Summer Rose.

"Now let's get this over w-!" Alien X began before he was cut off by being pulled back into Alien X's sub conscience.

---

Alien X's Pocket Universe/Mind

With Alien X's Voice of Reason AKA Ben.

"What is it now?" Ben asked the two voices of Alien X.

"We don't have long before Lady Death notices a soul is missing, but you have to know something." the Voice of Rage and Aggression replied to the Voice of Reason.

"When every soul is resurrected, he or she along with non-gender species, will not remember anything about the afterlife or what they had to watch during that time. So, Miss Rose will not know what's going on as far she's concerned, your significant other and her half-sister are still kids." The Voice of Love and Compassion informed.

"So your saying that Summer won't remember what happened not literally just three seconds ago?" Ben asked the two Voices.

"Yes! That is correct. Do not attempt to give her those memories it will drive her insane and can possibly kill her again." Bellicus answered, knowing that it would kill the Leader of Team STRQ if Alien X tried to do that.

"Noted. Now send me back! Like you said, we don't have a lot of time before she notices, so we got to fix her eyes quickly!" Ben stated seriously with the two other voices of Alien X agreeing with him.

"Motion carried!" Serena replied as she, Belicus, and Ben will prepare to repair Ruby's Silver Eyes by resurrecting Summer Rose.

---

Back with the others.

"BEN, WAKE UP!" Yang shouted, trying to get her boyfriend's attention about fixing Ruby's Silver Eyes.

"I'm awake! I just learned a new problem. She won't remember anything that she has witness in the afterlife so as far she's concerned that the both of you are still kids, waiting for her to get home." Alien X explained about the cost of resurrecting Summer back from the dead.

"That is a problem. If this form is truly Omnipotent, than take her home and try to keep her there until Miss Rose is fixed." Ozpin stated to his student.

"If she comes back here, then we'll try to stall for as long as we can, I don't know if we can do much." Glynda added, knowing that she and Ozpin will help out.

"Alright, I'll take everyone home. Blake, Weiss, we'll explain everything on what's going on later, but for now, this is family time. So, tell our kids to be expecting me." Alien X instructed the Cat Faunus and Schnee Heiress of Team RWBY as he teleported away with Taiyang, Qrow, Ruby, Yang, and Rex back to the Xiao Long-Rose Family Home on the island of Patch.

---

Somewhere on the island of Patch.

In a hidden cave behind a waterfall, a man looking like he is in his late forties was sitting in absolute solitude.

He was wearing a black leather jacket, blue jeans, a black shirt, a cowboy hat and a set of dog tags. The upper part of his face was partially covered with the cowboy hat but a person could still see his rough, weather-beaten features. His cheeks were covered in a pair of heavy sideburns and his teeth were sharper than usual, all of it combining to give the man a feral appearance. His hair was a dark metallic blue, almost black, and his eyes were a dark brown. His deep snarling voice seemed to add to the man's bestial appearance. But the most important feature was the Silver Eyes.

"My daughter is alive." The man said, speaking for the first time in years as he started getting up slowly and leaving the cave to reunite with his Rose Princess.

---

Xiao Long-Rose Family Home

Living Room

With the others...

"Alright, here's what's going to happen: Raven, she does not know about your ability to transform into a bird so for now, just wait outside in the possibility she senses your Aura. Ruby, you will stay in your room with Yang. Taiyang, you will get her up to take her to Ruby, but try to explain gently that she has been in a coma for the past few years and things may not be the same. Rex, stay in the Guest Room. Kids stay in Kirby's Room and don't come out until we say and I will be hiding as Big Chill." Ben explained, getting nods in return.

"Good. Now, let's do this." Ben added as everyone got into position just as Summer started to wake up from her spot on the couch.

"Oh my head! What happened?" Summer asked, opening her eyes to see that she was home.

"Summer, something happened to Ruby." Taiyang replied, causing Summer's Silver Eyes to widen in fear.

"What happened to her?!" Summer asked her husband.

"Before I tell you, you have to promise not to freak out when you see what happened. You have a been gone for a few years in a coma and Ruby is a 15-year-old the right now." Taiyang explained, making his second wife confused.

"What? No! There is no way that she's 15, she still three about to turn four." Summer replied, unable to comprehend her husband words.

"It's true, Summer, I had to raise our kids alone for years. Right now, both of them are in Beacon. Ruby impressed Ozpin so much, he allowed her to enter two years early and she's like you, the leader of her own team: Team RWBY." Taiyang explained, making Summer even more confused.

Summer still had trouble comprehending the situation, but immediately ran upstairs to Ruby and Yang's Room trying to not panic the whole time.

---

Ruby and Yang's Bedroom

The half-sister's bedroom is a large room on the second floor with an angled roof sloping away from the doorway. A bed for each girl is pushed against the wall opposite the doorway, decorated with pillowcases and a throw blanket in the girl's respective colors. Between the beds is a bedside table topped by a lamp.

Yang's bed has a set of drawers and a wooden desk with shelving built above it, containing a few books, with a single chair. Ruby's bed has a matching wooden desk and chair at the end of it, though her shelves have Grimm figurines on display and a string of lights hanging around them. A pair of landscape paintings decorate the wall immediately beside her bed, and on the wall opposite is a mirror. Beneath the mirror is a dog bed for Zwei.

Windows occupy the walls on either side of the room, hung with green curtains with cream, red and yellow ends.

"YANG, WHO'S THERE!?" Ruby screamed, panicking just as much as her mother.

"It's just Mom? Mother? Mama? What do I call her now?" Yang asked, raising a very good question.

"Oh my Oum! I really have been in a coma for over 10 years." Summer stated sadly before she got serious.

"What exactly happened that caused this?" Summer asked her step-daughter.

"Long story short, she was possessed by something called the Alpha Nanite who activated her eyes, unfortunately, using too much power, causing her to go Blind. Is there anyway to fix her?" Yang asked, hoping that her step-mother can fix Ruby.

"Yes there is. I need everyone out, this will only work if we are completely alone." Summer explained very seriously.

"Don't worry, Ruby, we'll be right at outside." Yang said as she gently wiggled herself out of her younger half-sister's hug.

After making sure they are completely alone, Summer quietly approached her daughter, taking her hands into her own.

"Ruby, to fix your eyes, I need you to slowly channel your Aura into them, this will help speed up the process. Can you please do that for me?" Summer asked her daughter.

"Okay, mom, just don't let me go. I don't want to be alone, I'm scared!" Ruby replied, trying to not cry and hug her mother to death.

"Don't be scared, my Little Rose Blossom. I'm not going anywhere. Now, I want you to slowly channel your Aura into your eyes as I'm going to put my hands over them so don't freak out, alright? Just keep them close." Summer explained, assuring her daughter of how she's going to fix and knows what she's doing as she received a nod from her.

Gently placing her hands over her daughter's blind eyes, Ruby slowly channeled her Aura into them while her eyes were glowing at the same time.

"Sight to sight. Heart to heart. Soul to soul. If the older God will is to lights the eyes once again." Summer chanted, remembering the words of her father in case she ever had to fix Ruby's eyes like now.

Slowly the Silver Light died down from the Rose woman's eyes as Summer removed her hands while her daughter slowly opened her eyes to reveal they were once again Silver.

"It worked... IT WORKED! GUYS, I CAN SEE AGAIN!" Ruby shouted, crying tears of joy and finally giving Summer a hug that was long overdue.

Hearing the good news, Taiyang and Yang rushed into the room to see the happy reunited mother and daughter as they all engulfed into a group hug once again a full family, never noticing that the two Heroes, a set of twins, a Raven, a pair of Alien cousins, a smarter than average Corgi, and a smart dog-like Galvanic Mechamorph were watching them.

The four continue to hug each other for a few more minutes before finally letting go as Summer had some very important questions.

"Yang, what did you mean by what do I call you now? And second, what has happened here since I've been in a coma?" Summer asked her step-daughter.

"It's a long story. But for now we should introduce you to our boyfriends." Yang explained, signing the boys death warrant.

'Boyfriends! Boyfriends! BOYfriends! BOYFRIENDS!' was the one word constantly echoing up in Summer's ears as she started to narrow her Silver eyes, still not seeing the onlookers.

"And your Grandkids!" Ruby added, officially putting the boys in the electric chair.

'Grandkids! Grandkids! GRANDkids! GRANDKIDS!' Summer thought, happy and angry at the same time.

She is Happy because she now has grandbabies to spoil and constantly shower them with cookies, but she is also Angry at the same time because two boys dared to get her daughters pregnant while they are still in school.

"And where are my grandkids now? And did you at least use protection?" Summer asked, already thinking of ways to spoil them.

"MOM/SUMMER! THEY'RE ADOPTED!" The Xiao Long-Rose Half-Sisters screamed, blushing hard at the thought.

"Neither one of us had even thought of doing that yet..." Ruby stated, knowing that she wasn't ready to do it with Rex yet.

Even though she loves her boyfriend and enjoys teasing him during her cosplay playtime with him along with Ben and Yang, she still doesn't feel like doing it yet until the time is right to confess to him that she wants to do it with him.

But until then, she'll just continue to play with him in their playtime by bleeding all over him with her Bleeding Devil Mask and French Kissing him.

'At least you haven't! Just you wait, Ben until tonight! 'Cause tonight you're getting a reward for resurrecting my step-mother!' Yang thought, using all of her willpower to not have a nose bleed as she wanted to reward Ben for resurrecting her step-mother.

"Are you our Grandma too?" Kirby asked from his spot next to Zwei.

"WHAT THE HECK IS THAT?!" Summer shouted, summoning her Hell Fire Devil Mask and pulling out a Kukri Knife in case it's a Creature of Grimm.

"WAAAAAH! MOMMY!" Kirby shouted, crying loudly in fear as he was scared of his new Grandma.

"SUMMER, THAT'S YOUR FIRST GRANDSON!" Yang shouted, causing Summer to drop the Knife as she was little shocked, but she quickly got over it and put away her Hell Fire Devil Mask as she basically teleported with her Speed Semblance as she was in the very spot Kirby was in as she began to gently rock him.

"I'm sorry, my cute adorable Grandson... I didn't know what you are. Please forgive me...?" Summer asked, apologizing to Kirby for scaring him in front of everyone.

"So long as you don't scare Clark, then you're fine." Kara added as Summer turned to her direction.

"OH MY GOSH! A SECOND GRANDCHILD AND SHE IS SO CUTE!" Summer squealed, snatching her up to not see the multiple Tick marks appear on her granddaughter's head.

"I AM NOT CUTE!" Kara shouted, trying to escape her Grandmother's arms without hurting her.

"Seriously, why don't you like being called Cute?" Rouge asked her adopted sister.

"Seriously, you can tell us." Kitty added, not understanding why her adopted Cousin doesn't want to be called the "C" word.

"OH MY GOSH! THREE BEAUTIFUL GRANDDAUGHTERS!" Summer screamed, still somehow never seeing the boys.

"Is she ever going to notice us?" Rex asked as they were watching the Leader of Team STRQ hugged her new grandchildren.

"She will noticed us eventually." Raven replied, appearing behind the two boys as she transformed back to normal from her bird form.

"How will she react to you?" Ben asked his girlfriend's mother.

"Knowing my old partner, it will be very violent." Raven replied, hoping that the presence of the grandkids will keep that Mask and Knives, but most importantly the Hell Fire Devil Mask away.

After hugging all three of her beautiful granddaughters and a little snuggle with her grandson, (much to Yang's jealousy) she finally noticed a bird has returned to the nest.

"Kids, leave for now." Rex stated, knowing that is about to get really really violent.

"What are you doing here, coward...?" Summer asked, reaching for her special knife that she has reserved for this runaway bird and cursing the fact that her grandkids are within hearing range.

"It's nice to see you again too, Summer. Now before you use that knife that I know is in your neck holster, I have changed my ways thanks to Ben here, and I've even have my tribe make moves against Salem in the shadows, making it look like the White Fang are attacking her." Raven explained, ready to run if necessary.

"I don't believe you." Summer replied, putting on her Hell Fire Devil Mask and pulling out the special knife reserved for Raven.

The knife was in the the shape of a Raven Head with the Blade in the shape of a feather.

But before she could throw the Knife at her, Taiyang grabbed her arm, stopping it from being thrown, allowing Ben to transform into Pesky Dust.

"Sorry about this, but she really has changed." Pesky Dust stated, staying far away from everyone else so he won't be forced into a hug.

"Good, you're all here." Lady Death added, appearing from Pesky Dust's Shadow which is visible to everyone.

"You're going to take her away aren't you?" Ruby asked the Grim Reaper.

"No. Fortunately for the rest of you, my boss has ordered me to not take her back. But, there is always a price to pay when I am cheated." Lady Death explained, snapping her fingers.

"Wait, what did you just do?" Pesky Dust asked, hoping that the Grey Lady didn't shorten his lifespan.

"I had made it to whenever you turn into your Celestialsapien form, Alien X, you will feel the pain of 1,000 deaths." Lady Death replied, scaring Ben for life.

But before she could leave, Kirby managed to stop her as she didn't want him to hurt his Daddy and began to use his amazing control over women to change her mind.

"Please don't curse Daddy, Miss Death! He wanted to resurrect Grandma Summer to fix Aunt Ruby's eyes! PLEASE REMOVE THE CURSE!" Kirby begged, using his power and Puppy Dog Eyes with tears, forcing Lady Death to submit as even she couldn't say NO to a crying Kirby as he managed to have his amazing control over women on her due to her being a Female.

"Very well, Son of Meta Knight and Martha... I'll remove the curse from your Father." Lady Death replied, snapping her fingers again as she took the curse back and then looked at Pesky Dust in the eyes.

"Your lucky that I can't say no to him either. But the next time you resurrect someone with out proper permission, you will be punished regardless. I may not be able to mess with your life span, but I can shorten others." Lady Death whispered hoping that Kirby would not hear her, but unfortunately, he did hear her once again.

"Please don't punish him next time and don't shorten the other's lifespan..." Kirby added, begging Lady Death once again with the Puppy Dog Eyes as he started crying as he used his power over her again, forcing her to sigh again as he managed to hear her again and now has to change her mind again as she still can't say NO to him.

"You know on second thought...you're hereby EXEMPTED from being punished from me forever and all of ETERNITY as I also won't shorten the other's lifespan and that includes if you want to resurrect someone the next time, but be sure to summon me and ask me permission of who do you want to resurrect on your own with Alien X." Lady Death whispered again, knowing that she can't punish Ben anymore due to Kirby being so CUTE as she can't say no to that crying face and his power over women especially her which she knows it's powered by his Aura of Cuteness, Innocence, and Irresistibleness.

"Alright, I'll take my leave and take care, Son of Carl and Sandra Tennyson...be sure to call me if you want me to babysit Kirby when I'm not doing paperwork all the time and Eva is being graded of how she's protecting Clark." Lady Death finished as she hugged Clark/Kirby, much to Yang's annoyance and finally left as she went back to her realm.

"Well I'm glad that's over with... Kids go to bed. Ruby, Yang, you'll have to share a bed for now. Kitty, Rouge, take one of your mom's bed. Kara, you sleep with Kirby. Rex, you could take the guest Bed unless Raven is staying, and I'll take the couch." Ben stated as he and along with everyone else are feeling tired.

"I think I'm going to sleep with my Husband tonight." Raven stated, causing Summer to snap wide awake.

"WHAT DO YOU MEAN YOUR HUSBAND!?" Summer demanded, glaring at Raven.

"Turns out that neither of us had filed for divorce. So, technically speaking, we're practicing polygamy." Raven explained.

Summer seemed to think the worlds before smiling sweetly.

"Then that means we're Sister Wives and Super Bestie better than the Restie's again!" Summer cheered, bringing her "Sister Wife" into a hug.

"I never agreed to that part and you know it." Raven replied, trying to not smile while knowing that she has her best friend back.

"Wait? You mean I didn't come up with that?" Ruby asked, pouting that it was her mother who came up with that and now she can't use it on Weiss.

"Apparently not." Ben replied, feeling a little amused by Ruby's pouting face.

"And who are you?" Summer asked, looking at the 2 Heroes of Team 10.

"I'm Rex Salazar, I'm Ruby's boyfriend and this is my partner, Ben Tennyson. He is the one who brought you back to life." Rex explained, whispering that last part so the twins don't hear that until they're old enough to understand why they can't bring Crystal back to life.

"What do you mean "brought you back to life?" I was in a coma." Summer asked, feeling very confused.

"It's a long story, but for now, let's go downstairs and talk. Zwei, Eva, make sure no one comes down stairs." Yang replied as she doesn't want the kids to hear this.

"Got it, Yang/Yes, Mistress!" Eva and Zwei replied respectively.

"Who was that?" Summer asked her daughter until Ben started to gain her attention by telling his story.

"It all started when I went through a portal..." Ben began once again telling his story on how he came here to the World of Remnant.

---

After some VERY LONG FLASHBACKS!

"So, I had been dead for years?" Summer asked, trying to comprehend this.

"Yes. It's hard to imagine, but it's true. You have missed so much of us growing up, but you're here now and that's all that matters." Ruby replied, hugging Ben as she was glad and thankful that he used Alien X to give one thing that she wanted mos in order for to get her Blindness and Silver Eyes back: Her Mom, Summer Rose, ressurected from the afterlife.

"Tomorrow, I will forge some documents saying that you had been in a coma on a small island and you only recently woke up." Ben explained, telling Summer that he's going to come up with a Half-truth origin story to make sure her resurrection is kept a secret.

"Thank you for everything you two boys have done for my girls. But I want to talk to both of you in private." Summer replied, planning to talk them about their intentions with both of her daughters.

"Sure, no problem." Rex said, getting up along with Ben as the two of them followed Summer to the Shed outside, unknowingly were about to suffer and seal their fate.

"Just so you know, it's nothing personal." Summer stated, confusing the two boys before she punched both of them in the forehead with a Aura enhanced punch, knocking them both out unconscious.

"Sorry, Boys. You may have my husband's blessing, but not mine..." Summer added, picking Rex and Ben up with her Stronger than Average Strength, walking into the forests of Patch.

---

In a secret Cave.

In a secret cave near the Xiao Long-Rose-Tennyson-Salazar Family Home, Ben and Rex were hanging from the cave's ceiling with Aura sealing Chains, knockout and unconscious.

Waking up, they saw that they where completely alone with Summer who was casually sharpening some of her knives like she did not just kidnapped the two boys.

"Good you two are awake so now we are going to play a simple game of Questions and answers. The rules are simple I ask you answer if you don't answer or if you live I start throwing my knives." Summer stated, grinning sadistically as she raised her nice Sharp Knife.

"Now, what are your intentions with my girls?" Summer asked, still holding her very sharpened Knife.

"We have no intentions with them we simply love them and they are the mothers of our kids." Rex replied, remembering what Taiyang told him and Ben the story about Summer torturing him when he started to date her after Raven walked out on him.

"I think you're lying. Since this is your first lie, I'll let you get away with it, but the next time you lie, I will use these." Summer stated, pulling down the two Aura sealing chained boys from the cave's ceiling and laid them both down on the cave floor as she then raised her right leg over Ben's face and channeled her Aura into her boots, causing a large Number of Metal Spikes to be released from the bottoms.

"Okay, you've got to admit that looks really cool..." Ben replied, amazed and afraid at the same time along with Rex.

"Thank you. Now, these spikes have a deadly poison that can kill a man within 6 hours, if not treated properly. Symptoms include: Vomiting, Dizziness, Loss of Motor Control, and in severe cases, Temporary Blindness." Summer explained, enjoying their horrified faces while thinking, 'Still got it!'

The two where now extremely scared at the very thought of the poison in there bloodstream before they both realized something.

Rex's Nanites even when there are turned off with the remote will prevent him from being poisoned due to the Omega-1 Nanite controlling them as it's the "Control Nanite" and is the source of his Healing Factor.

And Ben's Ultimatrix was designed after some upgrades by Azmuth to fix genetic problems for both the user and other people from such things as poison and any other ailments like burns, stab wounds, frostbite, etc. due to it's Healing Protocol and User Revival/Self-Preservation Protocol. And even if you take it away from him, his Male Anodite Heritage will destroy most poisons within seconds just like his cousin and grandmother with their Female Anodite Heritage.

"Yeah, that won't work on us." Rex replied, knowing that Summer's Lethal Poison was not going to work on him and Ben.

"And, why not?" Summer asked, honestly curious about why won't her lethal poisons won't kill them.

"Because my Nanites and Omega-1 Nanite will destroy it and Ben with his Ultimatrix and being a Male Anodite will destroy most poisons within seconds." Rex explained with Ben nodding his head in agreement as they can't be poisoned.

"Well then... I guess Fire And Knives will have to do!" Summer exclaimed, causing her Hell Fire Devil Mask to appear over her beautiful face as well as summoning a bunch of Knives from nowhere.

Summer took a Deep Breath and breathed HELL FIRE on Ben and Rex, causing them to scream loudly as she quickly threw some Knives at them, stabbing them in their arms, legs, and chests.

"YES, YOUR SCREAMS FILL ME WITH SUCH JOY!" Hell Fire Devil Masked Summer shouted, demonically laughing at their pain.

Still Screaming from the Hell Fire, Ben and Rex would forever swear that they saw the ghost of their ancestors as Ben was engulfed in a flash of Green light.

Now because Summer didn't know how to take off the most powerful watch in existence nor did she know about how the Master Control works, she was unfortunately forced to look at a certain phantom/ghost-like alien, causing her Hell Fire Devil Mask and Knives to disappear as she was instantly filled up with fear and possibly starting to underestimate and regret the fact that she just made a HUMONGOUS mistake in her very short life.

"Stay back! I'm warning you...!" Summer said, trying to not scream at the Ectonurite.

Raising an nonexistence eyebrow under his protective skin in confusion before he realized what's going on.

Summer Rose has Phasmophobia: The Fear of Ghosts.

"What's the matter, you're not afraid of ghosts are you?" Ghostfreak asked, putting his hands on his protective skin to open just enough to reveal his black and white striped tentacles underneath, scaring and mentally scarring Summer for life.

"AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!" Summer screamed, running away from the cave and back towards the Xiao Long-Rose Family Home.

"I think she's afraid of Ghostfreak." Rex said, escaping his chains by creating the Smack Hands.

"Well one good torture deserves a good symbol." Ghostfreak replied, flying out of the cave with Rex following close behind with his Boogie Pack.

---

Xiao Long-Rose and sometimes Branwen Home.

At the house of the Xiao Long-Rose-Branwen Family, everyone was gathered in the Living Room as Ruby was reading a story for the kids until they heard a loud scream heading for them.

"What was that?" Yang asked her family.

"I think that's Summer." Taiyang replied, already knowing that Ben just used Ghostfreak as he knows Summer's Phasmophobia along with Qrow and Raven.

"The last time she screamed that loud was… oh." Raven added, realizing what's the problem just as Summer bursted into the house, running all over the it and barricading the doors and Windows before using her Husband and Sister Wife as a shield.

"Summer, what's wrong?" Yang asked, wondering what's wrong with her step-mother.

"Nothing is wrong! Just take the kids upstairs before that...thing gets here!" Summer replied, refusing to say that forbidden "G" word.

Her family was a little confused and concerned of why she was ordering them, but they did as they were told just in time as the forbidden "G" word came into the house through the floor, intentionally going slow to install more Fear in the scared Rose woman.

"What's the matter? You're not afraid of old Ghostfreak are you...?" Ghostfreak asked, ready to punish Summer for burning him and Rex with her Hell Fire Devil Mask.

"N-n-n-No! I was just worried for my family that's it! I'm totally not afraid of ghost!" Summer lied, already sealing her fate as she was about to suffer the Ectonurite's wrath.

"Good. Because now I can use my true form." Ghostfreak replied, shedding his Protective Skin like a Snake revealing what's really underneath, causing Summer to shake more than a Leaf in the middle of a tornado as she was silently screaming before passing out.

"Do we even want to know why you did that?" Raven asked, wondering if she really wanted to know why Ben as Ghostfreak would scare Summer to death.

"Probably not. But your fear of her boots are well justified." Ghostfreak replied before changing into Four Arms and began removing the stuff in front of the door, allowing Rex to get in.

"She took you to a Cave to ask what your intentions are with our daughters didn't she?" Taiyang asked the 2 Heroes.

"How did you know?" Rex asked the Older Xiao Long.

"I found a very creative and detailed the book on what she would do once we started dating." Taiyang explained, remembering all those creative ideas and some of them even he adopted into his eye with some modifications.

"Like what?" Ruby asked, wondering what her Mom did to interrogate her boyfriend and big brother figure.

"Like using a deadly poison inside her Boot's retractable Metal Spikes that can kill a man within 6 hours if not treated properly. Symptoms include: Vomiting, Dizziness, Loss of Motor Control, and in severe cases: Temporary Blindness." Rex explained, shivering in fear along with Ben as they were glad Summer didn't inject them with the poison as she only burned and stabbed them with her Hell Fire Devil Mask and Knives.

"At least she did not use the #29, then we would've been in trouble." Raven added, glad that her best friend did not use it on the Boys as she didn't want the Kids especially Kirby to find out that Summer killed the Kid's adopted fathers with that type of Poison in her Boot Spikes.

"Do we want to know?" Yang asked, wondering if she really or didn't really wanted to know what her Step-Mother's methods of torturing are with lethal poisons.

"It's best that you don't. Like her mother, Spring Rose, she is a master at making poisons some that should not be possible." Taiyang explained before going upstairs with Raven as she carried her Sister Wife upstairs with Ruby and Rex following close behind.

"Ok... but, Ben, I Need to talk to you in private. Let's do it in the Cave so we won't be disturbed." Yang stated seriously, wanting to reward her boyfriend for resurrecting her step-mother, Summer Rose, by using his Omnipotent alien, his Celestialsapien form: Alien X.

"Sure." Ben replied as she lead the way, wondering what his girlfriend is going to reward after he resurrected her step-mother.

2 hours later.

"Wow, that was amazing!" Yang exclaimed, walking into the House with a noticeable limp.

"That was fun, but are you sure nothing will happen?" Ben asked, feeling worried and hoping that Tai, Qrow, and especially Summer won't find out of what Yang did to reward him for using Alien X to resurrect Summer Rose from the dead.

"I'm sure. Now, it's bedtime, but I think I'm going to stay here with you." Yang replied, laying down next to her boyfriend in her bed as she instantly fell asleep feeling tired after rewarding her boyfriend for resurrecting her step-mother.

Ben smiled at his sleeping girlfriend as he laid down next to her in bed, already falling asleep in peace and loving the reward she gave him.

He can't believe that he started his new family while he heard the cute sounds of his son snoring from his room as he was sleeping with his pink blanket, night cap, and snuggling with his teddy bear: Mr. Fuzzy as Zwei, Ship, and Kara also cuddle with him in his rocket-shaped bed under the rocket and planet themed blanket to keep them warm during the cold night.

---

Omake: Ben's Reward.

(Warning! The Following Omake is considered to be well... Sexual or Rated M for Mature with Sexual Content. If you're under 17, 18 and above, then don't WATCH or READ this. 'Cause I'm Not Responsible for this!)

Walking into the secret cave with a Single goal in Mind, (For Yang) the two continued to walk until they got to the Medical Bay where for some reason, they were candles that are burning.

"Yang, is something Wrong?" Ben asked, a little confused and concerned for his girlfriend.

"Ben. I have been thinking about this for weeks, but bringing Summer back into my Life, it has made my decision easier." Yang explained, causing Ben to raise an eyebrow at her.

"And, what decision is that?" Ben asked, hoping what she means by that.

"This." Yang replied with a smile.

(The following the scenes are written by Darth Sparta: "I'm Darth Sparta and I'm the one who writes all the Lemons 'cause no one else wants to. Suggestions and Tips are helpful so please go easy on me, it's my first time doing something like this." -Darth Sparta)

Snapping her Fingers showing that her clothes are just illusions, revealing fact that she is completely butt naked.

"WHOA! YANG, PUT SOME CLOTHES ON!" Ben screamed, blushing so hard while he turned around.

Smirking and knowing the candles she got from Blake are already working on her so she won't be as nervous when she does this, Yang walked up to her blushing boyfriend, putting her D-Cup Sized breasts on his back.

"Don't be embarrassed, Ben. I have thought hard about this and I really want you to take me." Yang replied, whispering in his ear as she wanted to do this.

"Yang, please...! If I start, I could hurt you." Ben replied, using all of his willpower to not take her right then and there.

"You won't hurt me. I know you too well." Yang stated as she gave him a kiss, completely destroying the last of his restraints.

LEMON START!

Now with the last of his restraints gone, Ben pushed Yang onto the medical of bed and started making out with her while she worked removing his jacket and shirt, exposing his lean muscles and 6 pack.

She then brought down his pants, exposing his black boxers and the bulge showing beneath it as she pulled it down, letting his ten-inch cock spring up.

"Oh, Ben, you're so big..." Yang said with a seductive tone as she went to grab it, stroking the length of his cock.

"Yang…" Ben moaned as he leaned back, falling onto the bed to allow Yang to do what she wanted to pleasure him.

Yang leaned down and wrapped her lips around his cock as Ben gasped and rocked his head back.

Yang bobbed her head up and down on Ben's cock, encouraged by Ben's groans.

"Oh god, Yang…that feels so freaking awesome!" Was this actually happening? The young man could hardly believe it as Yang quickened her pace and Ben moaned louder from her treatment.

"Yang! I'm gonna cum!" Ben moaned as Yang bobbed even faster, wanting her Boyfriend's cum desperately.

"I'm cumming!" Ben cried out as Ben's warm juices filled Yang's mouth as she gulped down every last drop.

"Your seed tastes so good, Ben," Yang replied lustfully.

"Glad you liked it, because now it's time for the main event," Ben said with a big smirk as he pointed at his still hard cock, "You know what to do."

Yang nodded as she stood up and straddled her Boyfriend, "I want you so bad Ben." Yang said, her voice filled with lust as Ben locked lips with her and shared another passionate kiss.

After about half a minute, Ben broke the kiss and ordered Yang rose up slightly, grabbed Ben's cock, and lined it up with her wet pussy, slowly letting his shaft enter her.

Ben felt the head of his cock touch her barrier that protected her virginity.

"Do it..." Ben said quietly.

Yang nodded and quickly dropped down on Ben's cock, breaking her hymen.

Yang cried out in pain, but it soon subsided as waves of pleasure overwhelmed her.

"Oh, Ben…you feel so good inside me." Yang moaned as Ben held her waist to give her some support as she very slowly bounced on his cock.

Ben let Yang adjust, not wanting to cause her any more pain. Even so, he couldn't help but thrust up into her ever so slightly.

"Oh Yang…you're so tight." Ben groaned in pleasure. Yang quickened her pace, bouncing faster on his cock. Yang mewed in pleasure from Ben's throbbing member inside of her snatch.

"Oh, Ben, fuck my pussy don't stop!" Yang pleaded as Ben began thrusting harder, inducing sudden and loud grunts from Yang.

"Yang…I'm going to cum…" Ben moaned. He went to pull out of her, but she stopped him.

"Please don't pull out, Ben!" Yang cried out. "I want your cum inside me! Don't worry, I'm on birth control!"

Ben was lost in the lust to question her words, not that he'd really care.

He was determined to finish it and claim her as his. He began thrusting up into Yang even harder than before.

Yang moaned loudly as both couples cried out in unison, "I'm cumming!" as Yang's juices squirted all over Ben's cock as he let out his warm seed in her pussy.

Yang collapsed onto Ben and both teens lay with each other, recovering from their lust and lack of energy.

"That was…amazing," Ben said as he panted heavily.

He looked over and saw Yang with a completely satisfied expression on her face.

Ben looked over, saw her snatch slightly dripping with his semen, and smirked.

"Did you enjoy yourself, Yang?" Ben asked his girlfriend.

"Yes, I did..." Yang replied with a goofy grin as she could barely feel her legs after the intense fucking she had just gone through.

Seeing the Look on his Girlfriend, Ben couldn't help but smile slightly before he frowned when he realized something important.

They did NOT use protection at all.

Now sweating, Ben began to think of different scenarios in which she got pregnant from this.

Scenario one.

"I'M GOING TO KILL YOU!" Taiyang screamed, pulling out his shotgun as he gave chase.

Scenario Two.

"Welcome to woman hood, the surgery was a complete success." a Doctor said as Raven watch sadistically, grinning the whole time.

Scenario Three.

"I'm going to skin you alive." Qrow said, pulling out his great sword, Harbinger, as he transformed it into it's Scythe form.

Scenario Four.

"WELCOME TO HELL, BOY!" Hell Fire Devil Mask and Hell Fire Demonic Outfit Summer Rose roared as she just straight out cut off his head with her Knives, and keeping his severed head as a trophy and laughing demonically with Hell Fire surrounding her as she also held up the Ultimatrix in her hand.

Back to the Present

"Are you completely sure that you're safe?" Ben asked, hoping that she doesn't get pregnant as they didn't use protection.

"Yes. The pill I am on is 100% guaranteed to prevent pregnancy unless I stop taking it." Yang explained, causing to Ben to sigh in relief.

"Okay... I just hope that thing is accurate. Otherwise, your family is going to kill me." Ben replied, hoping that he won't killed by Taiyang, Qrow, Raven, and especially Summer.

"They won't kill you. But let's just go to bed, I'm so tired and I have a feeling like tomorrow is going to be a long day." Yang stated, getting up and grabbing some of her clothes that she keeps down here.

"Agreed. Summer is probably going to want to know everything about her new grandkids and you two." Ben replied, following her out of the cave after she got dressed.

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BGM - BlazBlue: Cross Tag Battle OST - CROSSING FATE (RWBY Version.)

Ruby Rose: Hey guys, Ruby Rose here! I can't believe that my biggest dream come true. Ben Tennyson just brought back the only thing that I truly want in the whole world: My mom, Summer Rose. I'm so happy that Ben brought her back with Alien X and now she has a LOT of catching up to do. Ben, thank you for bringing back my mom, now I get to spend time with her along with Yang. So, Thank You...I hope I'll do whatever I can to repay you for this...

Next time on RWBY: Ultimate Alien...

A Mother's Reunion

?: My little Rose Princess...you're alive...

Summer: Yes, Daddy...I'm alive.

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Toy2711: WOW! Another Chapter done and 22K words... Phew! Well folks this chapter is personally my favorite one! Not only you get to see Alien X, but also you get to see Alien X resurrecting Summer Rose back from the dead after he erased the Alpha Nanite for damaging Ruby's Silver Eyes and making her Blind. Well, I hope you enjoyed this chapter... Well tune in next time for Issue 8 where the man in the cowboy hat in the cave behind a waterfall reunites with his revived daughter, Summer Rose. See you next Chapter!