A/N: Hey guys! Happy Valentines Day to all! And what better way to spend a day of love and happiness… than with a chapter with the most contrasting title ever. As you can tell, we like to have fun here! But this chapter's a biggun and a LOT of stuff's gonna go down in it, so let's just get on with it, shall we? This is…

Chapter 78: Encounter with Darkness

…..

Gwen Tennyson had been afraid of a lot of things in her eighteen years of life. Most of those things came from space, but over time, she had learned to take a firm grasp of her fears and use them as motivation to keep her going. She could either fight against the creepy space monster or get eaten by it, that was what she always reminded herself. Then there came her study of magic, which was also a bit scary at first. But as she learned more and more, she grew braver as well, to a point where anything magic related rarely scared her anymore. After all, the only real magical threats that she ever faced off against were Hex, Charmcaster, and Adwatia. And out of those three, she could handle the former two quite easily.

However, that all changed when Dagon arrived. A being that was a combination of extraterrestrial and magic; a literal outer god that destroyed everything in its path. Back then, she had put on a brave face, but she could tell that the power that being had at its disposal was indescribable. If Vilgax hadn't absorbed Dagon when he did, they would've been doomed. Once the warlord had done that, the power that Dagon exhibited had been severely reduced, which thankfully tipped the scales in Ben's favor. While Gwen was confident that Dagon's evil essence had been destroyed, she never forgot what it felt like. Cruel, violent, evil.

But right now, that wasn't her main concern. What Gwen was really worried about was a very similar essence that she was feeling right at that very second; that which belonged to Salem. While it was by no means AS powerful as Dagon's, she could easily compare the witch's energy to the diseased elder god's with one crucial addition; it was dark. It was almost like an inky blackness had made an assault on her mind, attacking with everything it had. And she had NOT been prepared for it. At the moment, Gwen was being consoled by Kevin as he held her in his arms, trying to calm her down from the immense pain she was feeling.

"Gwen, it's gonna be okay." Kevin whispered soothingly. "We're gonna find a way out of this, alright? I promise."

The Anodite couldn't help but smile inwardly at Kevin's words, his positivity reinforcing the mental stability of her mind. 'Heh, you always know what to say, Kevin.' Gwen could feel her mana mingling with his, allowing her to bolster her energy and return to a positive state. She could still feel Salem's essence, but now it was only a mere hinderance to her as she smiled back up at Kevin, wiping the tears away from her eyes as she did. "Thanks, Kevin." Gwen said with a kiss to his cheek. "I needed that."

"No problem." Kevin winked back before nudging his head over to Hazel. "Now let's kick this guy's ass."

Gwen made to get up, but she winced and held her head when she did. "Ugh, as much as I'd like to, I'm still trying to fight that witch's energy. I'm sorry, but I might not be of much help."

Over to her left, Rex gave her a reassuring wave. "Hey, no problem. You rest your mind, we'll take care of the big guy over here."

Weiss stepped forward, pulling out Myrtenaster before pointing it straight at Hazel. "Rex is right. We're not done fighting yet, after all."

Over near Ghira, Kali and Holiday, the panther man had made to get up, much to the two women's surprise. "Hah, count me in on that." Ghira breathed as he tried to stand. But just as he moved his shoulder, the pain came back, forcing him to take a knee. "GAH!"

"Well, I could have told you that'd happen!" Holiday chastised.

Kali bent down and grasped her husband's arm lightly. "Sweetheart, please! You are in absolutely no condition to fight!"

Ghira however, was rather stubborn, biting down on his lower lip to try and take the pain. "I… I have to defend my home!"

"I would listen to your wife, Mr. Belladonna." Hazel supported. "You are already wounded, there is no reason for you to go on fighting any longer. Besides…" The large man balled his hands lightly into fists. "I would most assuredly take advantage of your injury."

"Have you no sense of honor?!" Ghira roared back.

"I do… I try to avoid fighting unless absolutely necessary." Hazel shut his eyes with regret. "But with the order that Salem gave me, I'm afraid that no one here will be spared."

Ruby narrowed her eyes at Hazel and unclipped Crescent Rose from her back, spinning it around before planting the tip of its blade directly in front of her. "Well… if that's how it has to be, then I guess there's no other choice."

"Indeed." Winter came forward brandishing her swords, the military specialist sending Hazel an icy glare. She pointed her primary blade at the man and spoke with authority; "But heed this warning, Hazel! Even now, General Ironwood approaches the island with reinforcements, so you had best prepare yourself for the fight of your life!"

"Oh, I intend to." Hazel promised as his hands went to the small pouch of Dust crystals he kept at his waist. "But believe me, you all will regret challenging—" BOOM! Hazel's eyes widened as he was cut off by a nearby explosion, causing him to search for whatever caused it. "What?!"

"Now where'd THAT come from?" Neptune asked.

As the gang began searching around for whatever caused the loud noise, only for Penny to shift her eyes upward when her sensitive hearing caught the sound of a loud battle cry approaching fast. The Belladonna's heard this cry as well, and they followed the android's line of sight… to see a certain incoming redhead riding on her hammer. Penny smiled from ear to ear when she caught sight of her. "Take a guess!"

Hazel whipped his head around just in time to see none other than Nora come sailing down from above, the Pink Dynamo reeling back her hammer to make a massive strike. "Heeeere's NORA!" she declared before slamming her hammer into Hazel's chest, shooting off a grenade to add more force behind her blow. She was successful in pushing him back a few feet, but the only major damage that seemed to be inflicted… was a large rip in Hazel's shirt. The man's toned chest had a small injury and nothing more, bewildering Nora as she landed on the ground. "Huh, weird, that usually at least leaves a scratch."

The entire group smiled at the redhead's arrival. "NORA!" they shouted out as Ruby, Weiss, Rex, Neptune and Penny all went over to her. "H-How did you know to come here?!" Ruby asked.

"Yeah, weren't you like, halfway across town?" Wiess added.

"Well, kind of." Nora shrugged. "But then we heard someone screaming at Belladonna's so we decided to head back." She smiled as she twirled her hammer around in her hand. "Of course, I decided to take the short cut!"

"Good for you." Hazel spoke up, getting the group's attention. The wound on his chest was healing very quickly, taking them all by surprise. "But not even your massive attack could harm me." The large man crabbed the massive hole in his shirt and tore it all off with ease, allowing the ruined garment to fall to the ground. "Now, if we're all done with the pleasantries, I believe it's time we—" BANG! Hazel furrowed his brows as a shot rang out, the Dust round impacting his skin harmlessly. "Ah yes, there IS more of you, isn't there?"

From the entrance to the forecourt, a familiar voice called over; "You got that right, big guy!" Everyone trailed their eyes over to see Jaune, Pyrrha and Ren all standing at the forecourt's entrance, the White Fang backing away from them a bit. "The cavalry has arrived!" Jaune announced.

"Is everyone alright?!" Pyrrha asked before catching sight of Gwen leaning up against Kevin, both of them still kneeling on the ground. "Gwen!" The Invincible Girl ran in followed by Jaune and Ren, the three stopping directly at the couple's side. "What happened?!"

"Were you hurt?" Ren asked calmly.

Gwen smiled up at them and rubbed her head a little bit. "Well, you could say that. I got hit with a massive spike of dark energy."

"By who?" Nora asked as she and the others regrouped with them. "Was it Hazel?"

"No… it's Salem." Gwen pursed her lips in slight fear. "She's… she's in Menagerie right now."

The entirety of Team JNPR were shocked at the news. "WHAT?!" Jaune exclaimed. "Salem… as in the big witch herself, SALEM, is in Menagerie right at this very second?!"

"PLEASE tell me this is some kind of joke!" Nora pleaded as she drew closer to Ren for comfort.

Pyrrha felt a slight chill go through her as she sent Gwen a worried expression. "You… you aren't joking, are you?" Gwen solemnly shook her head, confirming her fellow redhead's fear. Pyrrha's expression hardened, as did her grip on Milo. "Well… crap baskets."

…..

Inside the White Fang palace on the edge of Kuo Kuana, Salem smiled softly as she kept her eyes trained on the group of teenagers standing before her. The witch had long wished to meet the people responsible for constantly getting in her cabal's way, and at the moment, she was sorely unimpressed with what she was seeing. "So, you are the children responsible for hindering my loyal followers? I must say that I was expecting a bit… more."

The group of six could practically feel Salem's malevolent aura affecting them as they stood face to face with her, with each reacting in their own way. Sun and Ilia were utterly terrified, the former staying close to Blake while the chameleon girl stepped closer to Sienna. As for the two feline-eared women, they were both trying to stay brave, though the apprehensive feeling they were getting from simply being in Salem's presence was almost overwhelming. Rath was… unreadable. He had his signature angry expression, but it appeared as if he was contemplating over something rather than actually taking action like he always did. Yang was keeping herself steady, her fists balled up as she attempted to keep her fear down. "Yeah, that's us." the blonde replied. "What of it?"

"Hah, "what of it"?" Salem scoffed. "Young lady, you do know who you are addressing right now, correct?"

"Pretty sure." Yang affirmed. "Salem, right? Evil witch who wants to take over the world with her Grimm? Yeah, we've pretty much heard it all by now, lady."

Salem's smile didn't waiver, instead letting out a slightly amused; "Hm, it seems my reputation proceeds me. But do not be too quick to say you know everything, child." The witch waved her right hand up. "After all, there are some secrets that even you still don't know about me."

Blake narrowed her eyes. "I'm sure. We've heard about the rivalry between you and Ozpin, so I guess it stands to reason that he DOES know a few other secrets about you."

"You don't know the half of it, my dear." Salem closed her eyes and returned her hand to her sleeves. "Ozpin and I have… quite the history with each other, I assure you. But that is a whole different story that I'd rather not recount." She opened her eyes back up and focused directly onto Rath. "Instead, I wish to talk to you, Ben Tennyson."

What came next was honestly shocking to everyone there. Rath narrowed his eyes and spoke in a deathly calm tone, his signature screaming anger nowhere to be heard. "We got nothin' to talk about, lady."

Yang, Blake and Sun's jaws collectively dropped, the monkey boy being the first to point out the odd behavior. "Ben… dude, are you okay? Usually you're saying "LEMME TELL YA SOMETHIN'!" by now!"

Rath craned his head over to Sun and shook his head. "Sun Wukong, dude, now ain't the time." With his three friends now successfully bewildered at this behavior, Rath stepped forward and pointed a finger directly at Salem. "Now, if you know what's good for you, you'll head back to wherever you came from and take your lackeys with you!"

"Oh, believe me, I intend to." Salem said before her dark smile disappeared. "But first, I wanted to have a little conversation with you on how your… meddling in my affairs won't be tolerated for much longer, young Benjamin. After your sudden arrival during the Battle for Beacon, I've been keeping a close eye on you through my follower's reports." The witch furrowed her brows at the Appoplexian. "Needless to say, it is becoming rather bothersome to deal with the lot of you."

"I'll say!" Exo-Skull shouted out before finally pulling his head out of the wall. "You guys've been a REAL pain in the ass, let me tell you!" Skull had made his way over to Salem in an instant, bowing to her in respect. "Lady Salem, I bid you welcome. We've been eagerly awaiting your arrival."

Salem gave him a single nod. "I'm quite sure, Farkas." She nudged her head over to Hog and ordered; "Go collect Thaddeus and bring him into the portal back to Evernight. He requires treatment immediately."

Skull's eyes widened in shock. "B-But what about Hazel?"

"He is currently taking care of the other children." Salem answered. "He will join us shortly."

"And Tyrian?" the rhino man added.

However, the moment he said it, Salem's eyes flashed red for a second, making him reel back in fear. The team of five teens and Sienna also backed away as well, all of them feeling a small spike in the witch's power. However, Salem took in a single breath, sighing soon after. "I will deal with him when he returns to the castle. He has failed in his mission, and I will make sure that he knows it."

Over to the side, Yang slightly smiled at the news. 'Way to go, mom.'

"A-Alright." Skull relented. "You're the boss." The massive mutant went over to his best friend and hefted him up over his shoulder, letting out a small grunt as he did. "Ugh, sheesh Hog, lay off the sweets, will ya?" Skull stepped over to the portal and made to step in, only to crane his head back to Rath and the others. "This ain't finished, Tennyson, not by a long shot."

"HEY!" The sound of a deep yell caught everyone's attention, causing them all to shift their focus to Trumbipulor. The Paku-Dermoloid was standing off to the side, confused as to what was going on. "Can somebody tell me what in the galaxy's goin' on 'ere?!" He made his way over to Salem in five thunderous steps, though the witch was not easily intimidated by such a manner. "You! Creepy Lady! You're this "Salem" I've been hearin' all about, right?"

Salem raised a brow and craned her head up to the massive elephant-like alien. "Yes, that is correct. And I take it that you are Lord Trumbipulor, the new leader of the White Fang?"

"You got that right, Lady." Trumbipulor pointed right at her. "Now what's this I hear about you's bein' able to help me an' my band o' mooks?"

Salem didn't respond at first, instead choosing to take note of the alien's choice in words. "What… interesting vocabulary, Lord Trumbipulor. And you're very forward as well, I can respect that. But what I cannot respect is you pointing in my face. So, if you do not mind…" Salem reached up and grabbed the tip of Trumbipulor's finger with her hand before pulling him to the ground in one swift motion, leaving everybody shocked. "I suggest that you keep this in mind; I am not to be trifled with, understand?"

"Oh, o-oh yeah!" Trumbipulor hastily nodded. "I read ya loud an' clear, Lady Salem!"

Meanwhile, everyone was staring at the scene in astonishment. "Did you see that?!" Ilia whispered harshly. "She just brought him down with one pull!"

"I… I saw it." Sienna confirmed. "But I wish not to believe it."

Yang was beginning to grow more and more worried by the second. "I'm starting to think we may not have much of a chance here." Her eyes darted around the room, hoping that a certain someone would reappear and help them out. 'C'mon mom, where ARE you?!'

Behind Salem, Exo-Skull winced at what had just happened to his friend. "Ooh, yeah, I probably should've warned ya that'd happen. Sorry, Trumbi."

As Trumbipulor picked himself off the floor, he gave Skull a nasty look. "Yeah, that would've been real good to know." The Paku-Dermoloid stood up to his full height once again, dusting off his armor before setting his sights back to Salem. "So, uh, back on topic, I hear that you can make a lot happen, Lady Salem. Tell me, are your mooks tellin' the truth?"

Salem gave him a single nod. "I promise you, Lord Trumbipulor, I am all that they described and more." She extended her hand again, making Trumbipulor flinch slightly. "Simply swear your loyalty to me and I will assure that you and the White Fang will receive whatever it is you wish."

"Heh, sounds like a pretty good deal." Trumbipulor went to shake Salem's hand… but then she pulled it away. "Huh? Hey, what's up?"

"My apologies, but our deal will have to wait." Salem answered. "Right now, I wish to talk with a certain young hero. And since you so rudely interrupted me, I would like to get back to it, if you don't mind."

"OH! Right, right, of course!" Trumbipulor bowed to her before backing away. "Talk to your heart's content!" The alien crime boss gave Skull a nudge to his shoulder. "And hey, Skull," Trumbipulor gave the unconscious Thunderhog a pat on the back, "take your pal an' get 'im some help, kapeesh?"

"Right." Skull nodded. "Hope to see ya soon, Trumbi." The rhino mutant gave Salem a bow. "And I'll see you back at Evernight, Lady Salem."

"Indeed, you shall." Salem acknowledged before Skull and Hog disappeared into the dark portal. The witch then turned her head back to Rath, raising a brow toward him. "Now, where were we?"

Rath growled at the woman, his patience being thoroughly wared thin. "That's!" the Appoplexian shouted as he pointed at her. "You were just leaving!" He couldn't take it anymore, he HAD to say it; "LEMME TELL YA SOMETHIN', LADY SALEM, MASTER OF ALL GRIMM! RATH DOESN'T LIKE IT WHEN HIS FRIENDS ARE THREATENED. SO YOU EITHER LEAVE, OR SOMEBODY ELSE IS GONNA PUT A WORLD OF HURT ON YA!"

Over to Rath's right, Blake couldn't help but be confused at Rath's choice of words. "Someone else is going to hurt her?"

"The heck's he talking about?" Sun asked further.

Yang however was slightly worried by what her boyfriend was talking about. "Green Boy… what do you mean by that?" she asked seriously.

Rath moved her head back around to her and whispered; "Trust me, Yang Xiao Long, you'll know it when you see it."

But Salem was taking this all in stride. "Hmph, how noble. But then again, I've grown rather tired of this sort of nobility. I've seen it in Huntsmen and Huntresses alike over the years, and I must say, coming from a so-called superhero? It doesn't sound much different." She spread her arms out to her sides, welcoming the challenge. "Tell me, Benjamin, just what is it you think you can do to me right now?"

Rath glowered at Salem with everything he had before answering. "I CAN BUY MY TEAMMATES ENOUGH TIME TO GET THE HELL OUTTA DODGE!"

"Ben, what ARE you talking about?!" Yang exclaimed. Much to her surprise, she got an apologetic expression from Rath, one that made her heart sink a little. "Ben… don't." She could feel tears beginning to well up in her eyes at the stress of the situation. "Please, don't!"

"Sorry, Goldie Locks. But you need to get away while I hold her off." Rath craned his head down to the Omnitrix on his chest. He pointed to the green and black device and yelled; "Let me tell you something right now, Omnitrix! If you transform me into the wrong thing right now… THEN TO HELL WITH YOU!" With that, Rath smacked the Omnitrix, transforming him in a flash of light once again. There, standing where the Appoplexian once stood, was now a rather familiar Vaxasaurian, glaring down at the witch with all the intensity he could muster. "HUMUNGOUSAUR!"

Yang was about to charge at her boyfriend to get him to stop, but was held back by Blake and Sun. "Ben, DON'T!" she pleaded. "You don't stand a chance!"

Humungousaur craned his head around and gave Yang a serious face. "Don't worry about me! I'll be fine, remember?!" The Vaxasaurian pointed to the Omnitrix for emphasis, reminding his teammates of the life protection protocol inside the watch. "But you guys are a LOT more at risk against Salem than me! What's important right now is you all getting out of here! Now GO!" With a mighty roar, Humungousaur charged his way toward Salem, lowering his head to the witch's eye level to attack.

"Ben, NO!" Yang tried to pry herself away from Blake and Sun, but they were just as persistent as her. "Guys, let me go! I have to stop him before—"

With a heavy tug, Blake pulled her partner's arm in her direction, getting the blonde to focus on her. "Yang, please! You heard what Ben said, we gotta get away! He's doing this so that you and the rest of us don't get hurt!"

"Yeah, Ben knows what he's doing!" Sun added. "At least… I hope he does."

Back over with Salem, the witch wasn't making any attempts to get out of the Vaxasaurian's way. In fact, she was finding herself enthralled in the utter amazement that this transformation exhibited. "Immense size, impressive physical capabilities, and an intimidating form… now THIS was what I was hoping to see!"Salem allowed Humungousaur to close the distance between the two of them… before promptly raising her hand, a shadowy mist consuming it in a single second. With one swipe, Salem gave Humungousaur a slap across his face and, astonishingly, sent him careening into a nearby wall, causing everyone to fall into a dead silence. "Hmph, impressive, I actually had to put some effort behind that strike."

"BEN!" Yang screamed, finally breaking away from Blake and Sun to run over to her boyfriend.

However, Salem snapped her shadow-covered hand in Yang's direction, forcing her to a halt. But it wasn't by the blonde's own volition. Instead, a dark red energy could be seen encircling Yang, making her cry out in fear. "Relax, child, I am not going to kill your precious boyfriend… at least not yet." With a flick of her wrist, Salem sent Yang flying back to Blake and Sun, making all of them collapse to the ground.

Sienna and Ilia were at their side in an instant, the former guarding the teens while the chameleon girl helped them up. "Are you guys okay?!" Ilia asked.

"Ugh, I think." Sun rubbed his head in pain. "But she threw Yang at us pretty hard."

Blake reached over and helped Yang up, grasping her shoulders in support. "Yang, what about you? Are you alright?"

"I… I don't know." Yang breathed out. "She used some really nasty stuff to stop me… and it did NOT feel right at all."

Sienna narrowed her eyes on the witch as she drew closer to Ben. The tiger lady gripped her Cerberus Whip tightly, preparing herself for whatever came next. "This is getting out of hand. We have to do what Tennyson said and get out of here, NOW."

"I'm NOT leaving him!" Yang protested.

"We have no choice!" Sienna argued back. "You heard her, she doesn't plan on killing him, but we can't be certain if the same applies to us!"

While they bickered, Salem continued to approach Humungousaur, who was now lying in a huge pile of rubble that had fallen on top of him. The Vaxasaurian was currently trying to get up, but upon seeing Salem standing next to him, he stopped, a rather startled expression taking over his features. "How… how did you…"

"Do this?" Salem gestured to the rubble surrounding them. "My dear boy, I have been alive for thousands of years. What do you think I have been doing in all of that time? Just sitting around in my castle doing nothing?" She drew her face closer to his, making Humungousaur reel back slightly. "I may not take an active part, but that does not mean I simply let my skills fade away. After all, who do you think keeps dozens upon dozens of Grimm coming every time one is killed?" Salem narrowed her eyes at the hero. "I have abilities that not even you can dream of, Tennyson. You should listen when your elders say that I am not to be taken lightly."

Humungousaur found his nerve again and furrowed his brow. "Lady, I've stared evil in the face a whole bunch of times. Alien warlords, a race of conquerors, those who seek ultimate power, and even an outer god." The alien craned his massive head forward, getting right up in Salem's face. "Sure, you're evil, but I've fought against a lot of enemies in my life. I've beat them all before… I'll do the same with you."

"An impressive track record, to be sure." Salem's sinister grin returned to her face once more. "But could any of them do… this?" Quick as a flash, Salem reached up to Humungousaur's face and grabbed it, startling the Vaxasaurian. Humungousaur immediately tried to pull away, but Salem merely began floating in midair with his movements, keeping a strong hold of his face. She began absorbing a strange green energy from the alien, making him scream in pain. As this continued, the Omnitrix on Humungousaur's chest suddenly began beeping slowly before finally emitting a flash of green light. Once the light died down, Salem felt Humungousaur's rough skin become much softer, and with that, her smile also softened. "Ah, there you are, my dear." She pulled her hand away, revealing Ben Tennyson in his human form. "Now we can finally talk… face to face."

Ben's eyes widened in horror. 'She… she forced me out of my transformation.' His eyes darted to Salem's hand, which was currently gently caressing his left cheek. That same green energy was still there, making her stark white hand glow intensely. In contrast, the Omnitrix's faceplate had changed to red, rendering it unusable until it recharged. "W-What did you DO?!" Ben exclaimed. "How did you force me back to normal?!"

"Simple, really." Salem pulled her hand away and balled it into a fist, making the green energy disappear. "I drained the transformation you call "Humungousaur" of its life energy, and I must say, it is quite unique. I do not think I have ever felt such a life force before… it should suit my needs perfectly."

"What're you talking abou—AUGH!" Ben was cut off when Salem swiftly brought her left hand up to his neck, pinning him against a nearby wall. She then used her right hand to pin the hero's left wrist at his side, preventing him from accessing the Omnitrix. Ben tried to bring up his own right hand to twist Salem's wrist, but her grip was firm. "Ach, don't suppose I could convince you to let me go, huh?"

Salem shook her head, sighing in disappointment. "I must say, I expected more out of you, Benjamin. You MUST have a few transformations that could stand a chance against me. So why did you not use them?"

Ben grunted as he tried to reply. "Gah, well, that answer's easy; because if I had, this whole place would've come down." The Omnitrix bearer glanced over to his teammates, all of whom were sick to their stomachs with apprehension at the sight of him being pinned. "And if I had gone with any of them, my friends would've been hurt… or worse." Ben narrowed his eyes at Salem in respite. "I'm not about to take that chance."

"And there is every hero's fatal flaw." Salem derided. "They never make any necessary sacrifices. They always think that they can succeed without having to let go of anything, that it will all work out in the end thanks to teamwork, friendship or some other nonsense. If there is one thing that I can give Ozpin credit for, it was that he realized that he didn't stand a chance against my forces without SOME sacrifice." The witch furrowed her brows. "But for every time he got a leg up on me, it would never last, of course. I came here today to tell you that there IS no winning against me, Ben Tennyson. You are better off simply giving in."

But surprisingly enough, Ben just smirked right back at her. "Heh, unfortunately for you, Salem, I don't believe in the "no-win" scenario. Everyone has a weakness, all we have to do is find yours."

Salem closed her eyes at this. "Perhaps you did not hear what I said; I cannot be beaten. My reign is inevitable." Salem's eyes snapped open and sent a glare at Ben. "What makes you think that you can defeat me?"

"Honestly, I'm very stubborn." Ben answered. "But even then, I know that victory doesn't always mean that everything works out in the end." The hero narrowed his eyes at the witch. "But if we can prevent any unnecessary deaths, then we'll be willing to make some sacrifices! Right guys?!"

"Right!" Yang stood up and pumped a fist into the air. "We'll do what needs to be done to get rid of you!"

Blake got up with Yang and joined in. "I didn't come back to free my home just to be scared off by you, Salem! I'm not done fighting for the people I love and care for!"

"Me either!" Sun declared. "We're in this together!"

Ilia stepped forward and pointed her Lightning Lash at the witch. "If you make an enemy of the White Fang, then I will fight as well!"

"So will I!" Sienna pulled her Cerberus Whip, making the chains rattle against each other. "You and your people will not be forgiven for assisting in this mad elephant's tyranny! I will see to it myself that you pay for these transgressions!"

Salem was unimpressed by the rally cry, but they had all made their decisions, so she knew their fates had been sealed. "Hmph, very well. If you wish to go on with this futile endeavor, then so be it." She shifted her focus back to Ben with a serious gaze. "But know this, Ben Tennyson; I will NOT tolerate you interfering with my affairs for any—"

"KIDS!" A loud holler caught everyone's attention forcing them all to crane their heads to the main doorway. There, they heard the sound of rapidly approaching footsteps, followed by another call; "Is everything alright?!" From the doorway, Raven sprinted in, her eyes darting around the darkened room.

"MOM!" Yang cried out, a smile coming to her face. "You're back!"

"Yes, I heard multiple explosions and I… I…" Raven stopped dead in her tracks at the sight of Salem, her face growing pale the moment her eyes landed on the witch. "No… no, no, NO!" The tribe leader began backing away, fear having etched its way across her face. "This can't be real! It just can't be!"

In contrast, Salem wore a relaxed smile, almost as if she expected Raven to arrive. "Ah, Raven Branwen. So good of you to show yourself. But I assure you… I am very real."

…..

Back in town, the remainder of the team had begun fighting their way through the rest of the White Fang guards, as well as Hazel himself. Winter and Tetrax had escorted Holiday, Gwen and the Belladonnas back to the house while Ruby, Weiss, Jaune, Ren and Neptune were dealing with the guards. Meanwhile, Kevin, Penny, Rex, Pyrrha and Nora had engaged with Hazel himself. Although all five of them were putting up a good fight, there didn't seem to be any letting up on Hazel's end. The moment that any of them struck his body, it didn't appear to leave any major damage, leaving them perplexed. "What is WITH this guy?!" Rex shouted as Hazel pushed back his Smack Hands. "It's like he's got some insane healing factor or something!"

"He probably has a LOT of Aura!" Penny answered as her arms shifted into her Floating Array blades and began striking Hazel's back. While her attacks were making visible slashes in his skin, it still didn't appear to be affecting him all that much. "I'm trying my best, but it's doing no—THIIIING!" Hazel had whirled around and grabbed Penny by her blade-arms, tossing her away with relative ease.

"Hey!" Pyrrha swung Milo around and converted it into its rifle mode, taking aim at Hazel. "Stop throwing my friends around!" In quick succession, Pyrrha sent round after round at Hazel, but he simply shrugged them off like they were nothing as he approached her. "Oh, come on! You can't be totally invincible!"

Hazel simply furrowed his brows at Pyrrha. "You'd be surprised at just how much my Semblance can take, Invincible Girl." He grabbed Milo's barrel and gave it a shove, sending Pyrrha tumbling back. However, before she went down, Pyrrha threw her left hand out and put it to the ground, allowing her to do a flip backward and land on her feet. Hazel was only mildly impressed. "I've heard tell of your fighting style, Miss Nikos…" Hazel reached into his Dust pouch and pulled out four crystals of Lightning Dust, taking two in each hand. "So why not test your mettle against someone who is truly invulnerable to pain?!" With that, Hazel stabbed the Lightning Dust into his arms, his eyes glowing bright yellow as he began to power up.

As that happened, Kevin, Nora, Penny and Rex gathered up with Pyrrha, watching as the powerful substance began coursing through Hazel's very being. "Is he INSANE?!" Nora shouted. "Putting Dust directly inside the human body can't be a good thing!"

Penny narrowed her eyes at Hazel, analyzing the power output he was exhibiting. "Perhaps for any normal human being, but with Hazel's unique Semblance, his Aura's actually getting a MAJOR power boost from all this. Not to mention that his physical strength is also going through the roof as well."

Kevin blinked in surprise. "So… wait, you're telling me that this guy's a muscle-bound tough guy who gets an increase in strength through a special substance?" The Osmosian put his hands on his hips in indignation. "Man, he's like a combination of Bane and me, only with a lot more stabbing."

Rex wasted no time in bringing out his Slam Cannon. "Well I don't care HOW tough he is! Any living being can be hurt, we just gotta hit him really, REALLY hard!"

"So… the Goku method?" Kevin asked.

"Exactly!" Rex steadied himself as the maw of his Slam Cannon went down and scooped up a bunch of concrete and dirt, loading it up with ammo instantly. "…Tell the Belladonna's I'll pay for the damages to their front yard." With a loud BANG, the Slam Cannon fired its large projectile, the ball of earth and rock hurtling straight toward Hazel. "Eat that you big… uh oh."

As it turned out, Hazel actually caught the projectile before crushing it with his bare hands, leaving Rex astonished. Hazel furrowed his brow at Rex and asked; "Any more tricks, boy?"

"Oh, I've got a few!" Rex switched up his Slam Cannon for his Boogie Pack and Smack Hands, hoping that the extra oomph from two builds would be enough to bring Hazel down. He then whipped his head around to Penny before nudging in Hazel's direction. "Penny! Double team!"

"Understood!" Penny saluted before activating her jetpack, shifting her arm blades into their laser blaster configuration. "Let's fly!" The nanite-infused duo took to the skies and blasted off toward Hazel, the man unmoving from his place on the battle field.

Hazel narrowed his eyes at the two as they drew closer and closer, contemplating his strategy. He saw that Rex's Smack Hands were spinning rapidly as he flew, the EVO most likely intending to make a massive hit. Right behind him, Penny had brought her arm blasters together to charge up one massive blast of green energy, which gave Hazel an idea. "Hmph, too easy." Hazel slammed his fists together before thrusting them forward, letting loose a powerful bolt of lightning at Rex. The EVO's eyes widened as the electricity immediately went into his Smack Hands and through his body, making him let out a sharp yell. Hazel then ran up and grabbed the rotating hands, making them stop briefly before slamming them together, destroying them.

"Wha—HEY! ACK!" Rex was silenced when Hazel grabbed a hold of Rex's neck with one hand, choking him slowly.

"There, now perhaps you'll stop talking and start listening." Hazel condemned. "But first… let's clip your wings." With his free hand, Hazel tore off one of Rex's wings effortlessly, almost as if it was paper beneath his hands.

"REX!" Penny stopped in midair and aimed her laser blasters at Hazel. "Let him go right now!"

Hazel turned his head up to Penny, his expression unchanging. "I wouldn't be too quick to pull the trigger if I were you!" He held Rex up in the path of Penny's aim, making her hesitate to take the shot. "After all, I can use your friend as a living shield if I wanted."

"Hazel!" Pyrrha shouted as her feet began carrying her toward the fight. "You coward! You would dare use another's life as leverage?!"

The large man closed his eyes briefly. "I'll do whatever gets results. But in the end, it matters not what I do in this fight." Hazel opened his eyes to the still choking Rex. "Because no matter what, your lives will ALL be ended, as per Salem's orders."

Rex let out a choking laugh. "HA! Well… there's still one thing you didn't count on…"

"And what is that?"

The remaining wing of Rex's Boogie Pack managed to spin its turbine around by one-hundred and eighty degrees, the top now facing in Hazel's direction. "I'm kinda full of surprises." The top of the turbine transformed into a large grappling hook before blasting itself out to the ground, a thick cable keeping it connected to the wing. With a quick jerk, Rex used the grapple to pull himself away from Hazel's grasp, giving a shout to Penny all the while. "Penny! Take the shot!"

"Affirmative!" Penny shouted back before letting the powerful blast of green energy loose on Hazel. The large man whirled his head around just in time for the blast to make contact with his chest. He was blasted back several feet into the wall surrounding the forecourt, kicking up a cloud of dust. This elicited a cheer from the android, pumping her fist into the air in victory. "Woohoo! Sensational!"

Rex picked himself up from the ground, the rest of his Boogie Pack finally falling apart as he did. "Heh, yeah, that was pretty—" Just then, Rex felt the earth beginning to shake beneath his feet, the sound of footfalls prompting him to whip his head back around to where Hazel had made impact. There, stepping out from the cloud of dust, was Hazel himself, now with a few more injuries, but very much still standing. "Oh, COME ON!" Rex's hands went to his head in disbelief. "Does NOTHING hurt this guy?!"

"FOOL!" Hazel roared. "I feel no pain, though I relish your feeble attempts to inflict it! My Numbing Agent will be your down fall!" The muscle-bound man charged forward again, ready to bring an electrically charged fist down onto Rex. But just as he was about to close the distance, Pyrrha suddenly surged forth and tossed her shield at his hand, making it fly back upon impact. "Gah! Nikos! So, you DO have some fight in you!"

"Indeed!" Pyrrha rolled along the ground and picked up her shield, bringing it up while shifting Milo into its xiphos mode. "And I am NOT about to let you hurt my friends!" The redhead shifted her eyes towards Rex with a nod. "Rex, regroup with the others and formulate a new plan while I keep him busy!"

Rex was reluctant to just leave her, but he had to admit, there wasn't any better options. "Alright! We'll be just a second!"

But Hazel wouldn't have any of it. "No, you will NOT!" He made to run over to the EVO and stop him, but he was intercepted yet again by Pyrrha's shield, this time smacking him right in the face. What's more, the Invincible Girl had used her Polarity to put some more force behind the shield, which knocked Hazel straight to the ground. The shield's edge managed to leave a clean cut along Hazel's face, though like the rest of his injuries, he couldn't feel it in the slightest. "You do not know when to give up, do you, Nikos?"

"Not particularly." Pyrrha said as she raised her hand and returned her shield to it. "I have made it my mission as a future Huntress to not just protect the innocent from Grimm, but rid the world of all evil-doers, and that includes you!"

Hazel snarled as he got up, clenching his hands in rage. "I am the evil one?!" he retorted as he ran forward. He reeled a fist back and sent a powerful punch down to Pyrrha, only for her to block it with her shield. "If you truly knew what I had to suffer through to be where I am today, you'd be saying otherwise! It's hard to believe that you still follow Ozpin's cause even after all of the things that you KNOW he has done!"

Pyrrha pushed Hazel away and yelled back; "Yes, I do! But I'm not fighting for Ozpin anymore!" She ran up to Hazel as he prepared another strike with his hand, only for him to get a surprise when Pyrrha jumped up just as he bent down. "I'm fighting for Remnant!" She delivered a stomp right onto Hazel's face before vaulting herself back up and performing a midair flip. "I'm fighting for my friends!" The Invincible Girl landed in a crouch right behind him readying Milo for another attack. "But most importantly…" With a powerful thrust, Pyrrha stabbed her xiphos right into Hazel's calf, making him grit his teeth. "I'm fighting because I want to."

Hazel roared in anger, moving himself around to grab Pyrrha only to grasp at nothing as she rolled away from him. The large man balled his hands into fists and narrowed his eyes at her. "Then… you fight a losing battle, Pyrrha Nikos." Hazel spoke to her in a deathly calm voice as he breathed in and out. "So long as you remain in this fight… you have a target on your back."

"I realize that." Pyrrha acknowledged. "But I probably would've had a target on my back regardless if I HAD become the Fall Maiden as Ozpin intended."

"And THAT is what I am talking about." Hazel pointed out. "He trusts children to be able to fight impossible odds against an enemy that he KNOWS is undefeatable…" The man cast a downtrodden face toward the ground. "That's how my sister was taken from me. She was a child who was NOT ready to face the Grimm…" Hazel's face went back to its enraged state, the very memory of his sister making his mind burn in anger. "AND HE KNEW IT!" With mighty roar Hazel slammed his hands down to the ground, sending a wave of electricity towards Pyrrha's feet.

"Woah!" Pyrrha let out a yell as she leapt back, keeping herself far away from the bolts as they crackled through the ground. When they stopped coming, she was allowed a moment of reprieve as Hazel's breathing became more ragged. 'He's… he's getting tired! Of course! He's resistant to pain, but his body still gets exhausted!' Pyrrha's face hardened when she realized what she had to do. She had to anger him even further. "Did she know?"

Hazel craned his neck up to her as he regained his breath, asking; "What?"

"Did she know the risks of being a Huntress?" Pyrrha pressed further. "If she did, then she made a choice to put others before herself!" The Invincible Girl went into a combative stance, ready for Hazel's inevitable attack. "And that means that I do as well."

On the ground, Hazel let out a sigh of anger as he got up, hardening his gaze down at Pyrrha. "…Then you have chosen death."

Pyrrha sent the nasty look right back at him. "Wouldn't be the first time."

…..

As Pyrrha and Hazel's fight continued, Rex and Penny were able to regroup with Kevin and Nora, the latter two already working on forming a plan. Rex breathed out a heavy sigh as he came to a stop, running his hands through his hair again. "Man, this cabrón is practically unstoppable!" he griped. "How the hell're we supposed to beat him?!"

Penny gave an agreeing nod. "I concur with Rex. Hazel seems to just shrug off whatever we throw at him. We need a way to bring him down somehow."

"We've actually been working on that." Kevin replied. "And I think I got a good idea. But first…" The Osmosian pointed over to Hazel, specifically to the pouches of Dust crystals that were hanging around his waist. "We gotta get all that Dust AWAY from Hazel so that he can't power himself up even more."

Rex placed his hands on his hips. "Alright, but then how're we gonna get close to him with all the lightning he's putting out?"

Suddenly, Nora got right up in his face, taking Rex aback. "Uh, HELLO?!" the Pink Dynamo exclaimed. "Did you forget who you're talking to?!" Nora jabbed a thumb to her chest with a big, toothy smirk. "I'll just go over there and counter his Semblance with my own! Then we'll see just who the strongest person here is."

"Once Nora's distracted Hazel, I'll sneak around behind him and take his Dust pouches when he's not lookin'." Kevin continued. "Then, we'll all gang up on him and beat the tar outta him. Sound good?"

Rex winced slightly at the plan. "Well… I won't fault you on one thing, you guys are pretty confident this'll work."

Nora slapped the EVO on the shoulder, sending him straight to the ground. "Of course, it'll work! We just gotta pull it off quickly, that's all!"

Penny shifted her attention back to Pyrrha and Hazel as they fought, the redheaded android performing some quick analytics on the two combatants. It was then that she noticed something that made her gasp; Hazel was performing worse and worse in the fight the more it went on, and his Aura was slowly but surely being depleted. As Pyrrha dodged the large man's attacks and sent her own right back, Hazel was beginning to show signs of his body giving out thanks to his injuries. "That's it!"

Everyone's eyes widened at her and Kevin asked; "What's "it", Penny?"

"Hazel may be insusceptible to pain, but that doesn't mean that his body doesn't feel the effects of his injuries." Penny smiled and pointed over to Hazel, indicating his ever-slowing movements. "If we're going to attack him, then now would be a good time since Pyrrha's exhausting his power."

"No need to tell me twice!" Nora reared her hammer up and surged forward, intending to bring Hazel down. "C'mon guys! Let's do this!"

"Nora, hold on!" Kevin called out to her as he absorbed the concrete again and shifted his hands into hammers. "At least wait for me to get ready!" The Osmosian chased after the Pink Dynamo as fast as his legs could carry him, which wasn't exactly all that fast since he was now made of thick concrete.

Rex sighed and he smacked his forehead. "Ya know, Penny, usually I'm all for "act first, ask questions later"." He gestured over to the duo running ahead of them. "But with how gung-ho those two are, it's kinda tiring."

"Oh, I understand completely." Penny acknowledged before activating her spiked Smack Hands. "But still, there's not really a better option right now, so I suppose we should do our part."

The EVO gave her a shrug "Yeah, you're probably right." Rex activated his Bad Axes in the blink of an eye, the blue energy blades glowing intensely. "C'mon, let's take this muscle head down!"

As her four compatriots charged toward her and Hazel, Pyrrha remained unaware of just what was going on as her larger opponent continued to press his electrified arm against her shield. For a while, she was able to hold him off easily. But now, after a few too many strikes against her shield, her arm was starting to feel numb, so she knew she couldn't keep this up forever. 'C'mon, guys, where are—'

"PYRRHA!" The Invincible Girl's eyes widened at Nora's voice, which prompted both her and Hazel to whip around and face her. The hyperactive redhead was coming in fast and hard, twirling her hammer around in her hands as she approached. "Get out of the way, NOW! We've got a plan!"

Pyrrha's lips turned up into a smirk as she shot a quick glance to Hazel. "Far be it from me to disappoint!"

"What? NO!" Hazel went to grab Pyrrha's arm, but she jumped out of the way before he could reach her. "Come back here! We aren't finished!" He punched forward and sent an electric blast at Pyrrha, only for her to leap away just in time.

Just as Pyrrha had jumped up, Nora came sprinting from the underneath her, the two teammates sharing a wink as they passed each other. Nora focused her attention back to Hazel with a serious face. "Alright, big guy! BRING IT! RRAAAAGH!" A loud battle cry escaped Nora's lips as she jumped up and swung Magnhild over her head, intending to bring it down onto Hazel's. However, what came next, she couldn't have expected. Hazel reached up and grabbed the hammer's handle, pulling it toward him while wrestling it out of Nora's grasp. He then grabbed her by the leg and slammed her to the ground, putting her into a temporary daze. Nora didn't have time to process what happened, however, as Hazel came over and slammed her head into the concrete, giving her an intense electric shock and making her scream in pain. "AAAAAAAUUUGH!"

Pyrrha landed on the ground just in time to see the event unfold, eliciting a horrified gasp from her lips. "NORA!"

As it happened, across the battlefield, Jaune and Ren also heard Nora's scream, making them shift their eyes over to the battle. Ren was immediately aghast at the events unfolding. "NO! Nora!" The green ninja made to run over, but a certain blonde knight put a hand to his shoulder. "Jaune, what are you—"

"Ren, it's okay." Jaune pointed over to the battle again with a smirk. "Look."

Hazel was keeping Nora's head pressed against the floor, but his eyes were locked directly with Pyrrha's as a snarl appeared on his face. "NOW you see what the price to pay is for defying Salem's will, Nikos!" his voice rumbled. "Ozpin has seen the deaths of countless children over his eternal life. How many more must perish before you see the futility in his cause?!"

Pyrrha put a contemplative finger to her chin. "Well, that I cannot answer. But I do know one thing… Nora is NOT one of them!"

"What?" Hazel said before he felt something grab his arm. "Huh?"

"RRRAAAAUUUGH!" With a loud, rebellious scream, Nora forced herself up, her Semblance kicking into high gear as the lightning practically poured into her. She reached up, wrapped her arms around Hazel's massive wrist, and threw him over her head, her teeth grit hard all the while. Hazel landed in a heap across from her, with pink electricity crackling over him as he landed. "KEVIN! NOW!"

"Gotcha!" Kevin called back as he approached Hazel from behind. The large man didn't take notice right away as he was busy picking himself up, so this allowed Kevin to get close without much hassle. However, that all changed the moment that the Osmosian took the man's Dust pouches off of his belt. Hazel spun around to see Kevin making off with his Dust, angering him even further. "Sorry, dude! Gotta confiscate these!"

"NO! Get back here!" Hazel roared in defiance as he stood up… only to get smacked backward by Penny a moment later.

The android sent a glare down at Hazel, the man returning it nearly tenfold. "Sorry, but we cannot allow you to leave just yet."

At that moment, Rex jumped in over Penny's head and slammed his Bad Axes into the ground on either side of Hazel, the EVO also wearing a rather annoyed face of his own. "Yeah, we owe you BIG time for that stunt you pulled against us earlier. Or, in laymen's terms…" Rex pulled a Bad Axe out of the ground and converted it into a Funchuck. "Get the HELL outta here, tonto!" Rex jumped up and swung the Funchuck right at Hazel, making him fly back into a nearby wall once again.

As Rex and Penny put the hurt on Hazel, Kevin regrouped with Pyrrha and Nora, the duo now having been joined by Jaune and Ren. Ruby, Weiss and Neptune were coming over as well, the three having taken care of the remaining White Fang guards over the course of the battle. "Nora, are you sure you're alright?" Ren asked in concern. "I mean… he gave you quite a large amount of lightning in that strike and—"

But Nora put a hand to her best friend's shoulder in reassurance, giving him a bright smile and a laugh. "Haha! Renny, it's okay, I'm fine. Besides, you know that I've taken A LOT worse, remember?"

"I know, but you can never be too careful." Ren set a hand against hers. "After all, relying on one's Semblance too much is never a good thing."

Jaune nodded before jerking his thumb over to Hazel. "Yeah, case in point, the big guy over there. He's used his Semblance so much that his body's close to giving out." But just as he said that, Hazel reached up and tore Rex's Funchuck off of his arm, making the EVO yell out in slight pain. The large man then sent Penny flying by grabbing her Smack Hands as she came in for another hit, tossing her away with a spinning throw. "Er, okay, maybe he's not done yet." Jaune winced.

Weiss' eyes widened in a panic as she came to a stop next to the others. "Oh god! Rex and Penny are in trouble!" The heiress spun around to her teammates. "We have to help them!"

"Trust me, we ALL want to." Pyrrha affirmed. "But we need to find a way to bring Hazel down for good. His body is wearing itself out, but we need one last good push to get him down."

"Yeah, but what?" Ruby asked. "I don't know if any of our weapons can hit him hard enough!" The Hooded Huntress gestured over to Rex and Penny continuing to fight against Hazel, even though the muscle-bound man kept coming at them with everything they had. "I mean, even Rex and Penny are having a hard time!"

Neptune furrowed his brows at the Lightning Dust crystals that were still sticking out of Hazel's arms. "If we could just remove those Dust crystals. Then maybe Hazel will have less energy to work with and he'll start powering down faster!"

"I can probably get them out no problem…" Nora suggested. "But after what I did to him, he'll probably try to snap my neck the moment I try to get close."

Kevin had stayed silent during the conversation, contemplating the two pouches that he now held in his hands. Inside them were Dust crystals of pretty much every imaginable color; red, yellow, blue, green, orange, purple, among many others. The Osmosian pursed his lips in thought. There had been something that he wanted to try ever since he had seen the Dust Crystals in the mines near Essen about a week ago, and now seemed to be the perfect time. Unfortunately, there was no time to test if the effects would be detrimental to his mind or not like most energy-based absorption, so he would be going into this blind. 'But Dust is a mineral!' Kevin thought to himself. 'And minerals don't do bad stuff to Osmosians. …Still, Gwen would be furious at me if I started acting crazy again.'

The dark-haired teen trailed his eyes back to the battle, where Hazel was now holding Rex and Penny as if they were ragdolls. Kevin let out a sigh and turned back to his teammates, his mind having been made up. "Guys… I've got an idea, but it's pretty bold."

Everyone focused their eyes on Kevin and Jaune placed his hands to his hips. "Well, bold's actually sounding pretty good right about now. Whatcha got, Kev?"

"Well… Nora's technically not the only one who can take those Dust crystals out of Hazel. I think I can pull it off, but I'm gonna have to even the playing field to do it."

Ruby raised a curious brow, though she was also kind of concerned about what Kevin meant by that. "Kevin… what're you talking about?"

The Osmosian reached into one of the pouches and pulled out a red Dust crystal, holding it steadily in his concrete hand. "What I'm saying is… that I've got a little theory that I've been cooking up, and I think it's one that can work."

It was at that moment that everyone realized what he was saying. "Kevin, you CAN'T serious!" Weiss exclaimed. "Raw Dust crystals can be extremely dangerous if you don't know how to handle them properly! If you try to absorb them… who knows WHAT could happen?!"

"She's right." Ren supported. "You should at least test how it'll affect you before—"

"We don't have time for tests, Ren!" Kevin retorted, swinging his arm to point at the ongoing fight between Hazel and their teammates. "Rex and Penny are busting their metal just to keep Hazel at bay. If we wanna end this, we gotta do it now!"

Pyrrha stepped forward and gave Kevin a stern face. "I understand that Kevin, but Gwen's told us all about how Osmosian's don't handle absorbing energy well. I know that Dust is a mineral, but it also generates a MASSIVE amount of elemental energy. You could lose your mind if you absorb it!"

Kevin gave her a nod. "I know. That's why if this stuff gives me the usual side effects… I'll never absorb it again." He grabbed hold of the crystal with both hands, preparing himself to absorb it. "And besides, I'm only going arm's length with it. Hopefully that won't affect me too much." With that, Kevin absorbed the red Dust Crystal into his arms, stopping right when it got to his shoulder. He put the crystal back in the bag and took a deep breath. "Alright, here goes nothing." Kevin ran forward, his concrete feet stomping across the ground as he approached the scuffle. He came to a stop and called out; "HEY! Rainart!"

At the shout, Hazel, Rex and Penny came to a stop, their focus going to Kevin in an instant. Rex and Penny's eyes widened at Kevin's red, crystalline arms while Hazel sent him a death glare. "YOU!" he shouted. "You absorbed a Dust crystal?! Are you mad?!"

"Kind of." Kevin answered. "But more in the sense that I'm mad that you won't go away." He balled his crystal fists and brought them up to his chest, holding them with their knuckles facing each other. "I'm tired of watching you get back up, so I'm gonna be the one to knock you out."

"Absurd!" Hazel challenged, his breathing growing heavier. "I am resistant to pain!"

"Sure… but your body is at its limit. And now I'm gonna give it one…" Kevin brought his fists back, "last… PUSH!" With one strong hit, Kevin slammed his knuckles together, resulting in his arms igniting with brilliantly bright flames. Hazel and the others were taken aback, all of them having not expected it to work. Kevin himself could practically feel the power coursing through his crystalline arms, and with it, his own strength began to increase. But this also had a different side effect; Kevin's eyes went from their usual dark brown to a blazing red, an aura of red energy accompanying it. The powered up Osmosian glowered at Hazel, his hands converting into a pair of blazing Fire Dust hammers. "Let's dance, big man."

…..

Raven still couldn't believe that this was happening. Here she was, standing face to face with Salem after she had just defeated Tyrian. She had hoped and prayed during her fight with the scorpion man that he really WAS bluffing and that Salem wouldn't show, but unfortunately, the universe must have had it out for her. 'This situation couldn't be any worse if it tried.' Raven's eyes glanced over to Ben, who was still in Salem's grasp, and then to Yang, who was standing over with the rest of her teammates as well as Ilia and Sienna. 'I need to get them all out of here before Salem—'

"Excuse me, dear, but I believe I addressed you." Salem spoke up, spooking Raven out of her thoughts. "Don't you think it's rather rude to not speak back when spoken to?"

Raven was initially put off, but for Yang and Ben's sake, she put on a brave face. She pulled Omen out of its sheath and lowered its blade in Salem's direction. "Let the boy go, Salem. NOW!"

However, Salem was not put off by the threat, instead choosing to grin further at the tribe leader. "Oh, come now, Raven. What have I ever done to you?" The witch tightened her grip slightly around Ben's neck, making him give out another yell. "And why do you even care about this hero? It seems to me that this is the kind of person that your tribe would be happy to get rid of."

Raven's glare didn't let up, her sword keeping level with Salem. "That's easy… because he is the best chance we have at defeating you. …Also, he happens to be my daughter's boyfriend."

Yang rolled her eyes. "Gee, mom, way to drop the pretense."

But Salem seemed to be unperturbed at this information, though her hand did relax around Ben's neck. "I see. Well, if you insist, then I suppose I will release him." With a powerful toss, Raven threw Ben all the way back to his teammates, the hero letting out a painful cry as he impacted the ground.

"BEN!" Yang, Blake, Sun and Ilia scrambled down to help Ben up, the Blonde Brawler gently lifting up his head as he sputtered and coughed. "Are you alright?!"

"HAK-HAK! Y-Yeah… HAK!" Ben coughed as he tried to regain his breath. "I-I think I'll be okay."

Yang bent down to give him a small, yet tender embrace. "I'm glad to hear it, Green Boy. C'mon, we gotta get you outta here."

Ben smiled up at his girlfriend as he sat up fully, returning the hug as he did. "As much as I want to, Goldie Locks, I don't think we're out of the woods yet." The Omnitrix bearer glanced over to Trumbipulor, the massive alien standing between them and the throne room door. "We've still gotta deal with HIM first."

Blake gave him a nod. "Right, but… what about her?" She directed her attention over to Salem, who was slowly making her way to the portal. The witch was keeping her eyes on Raven, who was still keeping Omen at the ready.

"Do we just… let Salem leave?" Ilia asked.

"We have no choice." Ben brought up the Omnitrix, indicating that it was still red. "I'm pretty much useless until the Omnitrix recharges." He slammed his fist to the ground in frustration "Gah! I was so stupid! I should've gone for Clockwork or Gravattack. I might not have lasted long, but I would've lasted a lot longer than Humungousaur did." The hero directed his gaze back up to Yang. "Then maybe you guys could've gotten out in time."

Yang furrowed her brows at Ben and poked him in his chest. "Now you listen here, mister. I wouldn't have left even IF you were able to hold Salem off! We're a team, so I'm sticking with you no matter what, do you hear me?!"

Ben was initially surprised by her response. But he more he thought about it, the more he realized that she was right. It wouldn't be Yang if she just left somebody behind, even if he had insisted that she do so. With a small chuckle, he grasped her hand and gave it a small squeeze. "Heh, I hear you. Honestly, it was kind of dumb of me to think that you of all people would leave me behind."

"You're damn right!" Yang smiled back. "And don't you forget it."

Sun let out a sigh of frustration as he watched Salem get closer and closer to the portal. "Man, this blows. We seriously can't do anything?!"

"I'm afraid not." Sienna stepped forward, keeping her eyes locked on Salem in trepidation. "Even from here, I can sense that Salem dwarfs us all in terms of raw power. We wouldn't stand a chance."

Salem stopped in front of the murky portal and faced Raven again, placing her arms in her sleeves. "I must say, I'm slightly disappointed about all of this, Raven. I was actually rather avid on having you as an ally." The witch shrugged her shoulders. "But, I suppose there's no such luck in that now."

Raven's expression darkened at the suggestion. "Yes… Tyrian told me that yesterday. I cut his tail off, by the way, just thought you should know."

Out of the corner of her eye, Salem could see the teens jaws drop in shock at the revelation, making her let out an indifferent; "Hmm, yes. One of my Seers witnessed him running away just a few moments ago. Still, Tyrian often loses himself in combat, so I'm not completely surprised. He will receive no sympathy from me, however."

"I figured. But still… why ally with me?" Raven asked. "You MUST know that I hate you."

"Oh yes, I can practically sense the anger in your aura, dear." Salem assured. "But that's not the reason why I wished to ally with you." A knowing smile came to the witch's face as she continued. "You see, Tyrian has been gathering information about the Maidens for me for some time now, and in his searches, he often hears some… interesting rumors concerning their whereabouts."

A slight fear bolted through Raven's mind, but she kept her composure nonetheless. "And what is your point in all of that?"

"A rather simple one…" Salem's face hardened back into a glare. "I heard that your tribe of thieves was sheltering the Spring Maiden. Tell me, is this true?"

As the information rolled off of Salem's lips, the group of teens behind her let out an audible gasp. "WHAT?!" Ben exclaimed, his eyes darting to Raven in shock. "I… I'm kinda freaking out right now. Even more than I was before, actually."

"Mom… you know where the Spring Maiden is?!" Yang shouted angrily as she got up. "What happened to "no more secrets"?!"

Raven didn't respond at first, simply keeping her eyes on Salem. After a few seconds though, she found her voice again. "Even if that rumor were true, Salem, what makes you think I would help you find her?"

Salem didn't give a retort, instead simply letting out a small chuckle. "Hm, I can certainly see that logic. Very well, if you wish to play things like that, then I can certainly oblige." Salem raised one of her hands and snapped her fingers, the portal widening just slightly. About a second later, a large figure began making its way out of the portal, taking everyone aback when it finally emerged. It was a large Grimm that heavily resembled a gorilla, one with large fangs, glowing red eyes, and a blood red eye-shaped pattern directly in the middle of its back.

Ben's eyebrows rose up at the sight of these new creature. "A Gorilla Grimm? Seriously?!"

"Afraid so." Blake confirmed as she and the others went into battle-ready positions. "That's a Beringel, and they're as nasty as they look."

Sun kept a firm grip on his bo staff. "And considering this is Salem, something tells me she's got more where that came from.

Salem went up to the Beringel and pat it on the cheek, all while giving Raven a stoic expression. "If you will not tell me what I wish to know, Raven Branwen, then I suppose that I'll just release my Grimm into the town."

At her words, Sienna, Blake and Ilia were immediately aghast. "NO!" Sienna roared as she brought her Cerberus Whip up. "I won't let you!"

"Then you had better act quickly, Miss Khan. Because after they carry out the one order that I give them, I cannot be responsible for what they do after." Salem faced the Beringel and gave it her one order; "Find the rest of their team… and give them a good thrashing." The Beringel nodded before giving out a mighty roar, summoning even more of its kind through the portal.

"SALEM!" Raven shouted as she began slashing at the apes running by. The tribe leader managed to get in a few kills, but most of the Beringels either ran far enough past her to avoid getting hit, or jumped over her to avoid her strikes. In total, she managed to kill about five, while fifty or so more had gotten away. Raven grit her teeth and whipped her head back to the witch. "You're going to pay for this!"

"I highly doubt that." Salem replied. "If I were you though, I'd start focusing on the more important things at hand." She turned her head toward Trumbipulor with a steely gaze. "Trumbipulor, now is your chance to prove to me that you can be of use to my cause. If you can complete one simple task for me, then the alliance between my cabal and the White Fang will be complete."

Trumbipulor smirked and gave her a thumbs up. "Sure thing, Lady Salem. What's it ya need me ta do?"

Salem pointed over to Ben and the others as Raven began running toward them. "Defeat those remaining heroes and then report back to me. If you can do that, then you and the White Fang will be welcomed into our ranks."

"Can do!" Trumbipulor slammed a fist into his palm. "Now, do ya want 'em dead or alive?"

"Either is fine with me," Salem pointed at Trumbipulor for emphasis, "but be sure to bring Ben Tennyson back alive! I still have a few things to discuss with him."

"Gotcha. No prob, Lady Salem." Trumbipulor saluted.

Salem gave him a nod before directing her sights back to Ben for a brief moment. "Farewell for now, Ben Tennyson. The next time you see me, you will be at the lowest and most helpless point in your entire life."

Ben scowled back at her. "Not on your life, Salem. I can promise you that right now." After giving Ben a scoff, Salem went back into her portal without another word, the swirling vortex closing behind her the moment she stepped through. "Yeah, that's what I thought." At the sound of approaching footsteps, Ben saw Raven approaching them, his scowl softening up a bit, but still present on his face. "So… care to explain what all of THAT was back there?"

At that moment, Yang stepped up to her mother and crossed her arms. "Yeah, I thought that we weren't keeping secrets from each other anymore. And last I checked, knowing where the Spring Maiden is? That's a big FUCKING deal!"

Raven sent the couple a pleading expression. "Believe me, I WAS going to tell you, and I DO have a good reason for keeping it hidden. I promise to explain myself as soon as this whole thing is over, but right now, we have more pressing matters to take care of."

As much as Ben and Yang didn't want to admit it, Raven had a point. The Spring Maiden would have to wait until they could clean up this mess. "You're right." Ben nodded. "For now, we should split up accordingly." The hero immediately directed his eyes to the true leader of the White Fang. "Sienna, Kuo Kuana is in danger, and your people need you now more than ever. My team needs all the backup they can get and—"

But Sienna raised her hand. "Say no more, Ben Tennyson. I understand."

"I… wait, what?" Ben tilted his head. "I was actually expecting a bit more resistance here, not gonna lie."

The tiger lady sent him a nod. "I know, but the last thing we have time for is arguing. I may not entirely see eye to eye with you on most of your decisions, Tennyson, but right now, you're right. My people need me. And you, Xiao Long and Branwen probably have the best chance in taking Trumbipulor down." Sienna's brows furrowed in anger. "Besides, Salem has made this personal by attacking my homeland, and I'll be damned if I let her take it from us!"

"She's right." Blake added. "The Grimm need to be stopped now, or else all of Kuo Kuana is doomed." The cat girl sent a glance to her boyfriend and her best friend, nudging her head toward the exit. "Sun, Ilia, let's go help the others."

As Blake and Sienna began running for the exit, Sun gave his girlfriend a salute before joining her. "I got your back, Blake!"

"So do I!" Ilia affirmed as she began running as well. "We're right behind you!"

But before the four could get far, Trumbipulor charged out in front of them, blocking the doorway with his massive body. "Hold it right there!" he bellowed, glowering down at them with an intense face. "You's guys ain't goin' anywhere—OUCH!" Trumbipulor let out a pained trumpet as he bent over and placed his hands on his knee, the cap having been struck fast and hard by a powerful blow. "GAH! Who did that?!"

"That'd be me, Big Ears!" Yang shouted from below. "And here's a little something else from me, too!" The Blonde Brawler pulled back her fist and sent a mighty punch into the Paku-Dermoloid's face, sending him stumble backwards onto his rear. Yang whipped her head back to the group of four and yelled; "NOW! Go before he gets back up!"

"Of course." Sienna acknowledged. "And… thank you." With that, the four Faunus ran past the downed alien and right out the front door, making a beeline for Kuo Kuana the moment they exited the palace.

Yang went back over to Ben and her mother as Trumbipulor started to get back up, the crime boss shaking off the pain as he rose to his feet. "Alright, Ben, what's the plan?" Yang asked right off the bat. "Our opponent has both brains AND brawn to back him up, so we need a way to deal with both."

"Exactly." Ben agreed, the Omnitrix beeping the moment he did. He brought it up to see that the faceplate had turned green again, making him smile. "Alright, the best way to beat Trumbipulor is to use his own advantages against him. He's big, but because of that, he's also kinda clumsy. I'm going to need an alien that matches his strength, so…"

"Let me guess, Humungousaur?" Raven presumed.

"No! …Well okay, maybe, but he probably would've been my second choice!" Ben admitted.

Raven sent him a deadpan expression. "Benjamin, please just transform into the giant lizard before we get stomped on."

"HA! Like THAT'S gonna happen!" Trumbipulor said as he approached the three, gazing down upon them in anger. "Lemme tell ya, you mooks have been a REAL pain in my tuchus tonight, but after all o' this, I'm gonna get back at you REAL good." The Paku-Dermoloid shook his fist at the trio. "Imma knock you all around so much that you won't be able ta tell which way's up by the end o' this! And YOU, Tennyson, you's gonna be comin' with me!"

But Ben stood his ground as his hand went to the Omntrix, bringing up Humungousaur's icon once again. "Not happening, Trumbipulor. After everything you've put these people through, it's you who's going to be coming with us." Ben raised his hand up over the Omntrix as its core popped up. "Now, get ready for another taste of… Humungousaur!" The hero slammed his hand down onto the core… and nothing happened. His eyes widened at this, as did Yang and Raven's, the three all thoroughly confused. "Um… I said Humungousaur!" Ben slapped the core again, only for it to pop up without any sign of transformation. "Uh… Omnitrix?! What gives?!"

Just then, the Omnitrix's core retracted and the face plate slid back over it. The watch's automated voice then spoke out, explaining the problem. "Vaxasaurian DNA code has been damaged by an unknown outside source. Transformation unavailable until code can be properly repaired."

"WHAT?!" Yang shouted. "How did that happen?!"

"I-I don't know! I—" But then, Ben's eyebrows snapped up in realization. "Oh god… Salem! She… she must've done something to Humungousaur's DNA when she sucked that life force out of me!"

At that, Trumbipulor began laughing up a storm as he began closing in on the three. "AHAHA! Sucks for you, now don't it?! HAHAHA!" The alien slammed a fist into his palm once again in preparation for his much-anticipated payback. "Better think o' somethin', Tennyson! 'Cause I ain't holdin' back!"

…..

Inside the Belladonna Family home, Gwen let out a sigh of relief when she felt the energy of Salem's malevolent presence finally leave her mind, the redhead relaxing in her seat. It had been frustrating for her to deal with because she had wanted to take part in the battle going on outside, but the dark energy was simply too much for her to handle while fighting. So, at least for the moment, she decided to follow Holiday and Winter back into the house with the Belladonnas. Holiday herself was still tending to Ghira's wounds with Kali's help while Winter stood guard by the door in case any White Fang were brave enough to follow them. In the meantime, Tetrax had gone back to his ship to prepare the stasis pod on board for Trumbipulor. That is, when Ben's team would finally return with the crime boss in custody.

The Anodite stood up and gave everyone a smile. "Okay, I… I think Salem might be gone."

That caught Winter's attention. "Really? Are you certain, Gwendolyn?"

"Yeah, I can't feel her aura anymore. It isn't as over-powering as it was before, at least." Gwen's brow furrowed a bit as something else caught her attention. "But… now that I focus a bit more, I DO still feel some dark energy in Kuo Kuana."

As Holiday and Kali finished applying his bandaged, Ghira looked up to Gwen in concern. "Well, if it isn't Salem, then do you suppose it could be… Grimm?"

"I would assume so." Gwen answered. "If Salem was here, then I guess it stands to reason that she might've brought some Grimm with her." The redhead's eyes widened when she got a good hit on the energy she was sensing. "And… I think they might be coming our way."

Holiday's face grew serious and she stood up, pulling her firearm off of her hip. "Well, if that's the case, then we'd better expect some company soon." The EVO expert set her weapon from 'stun' to 'kill' before cocking it, the blaster powering up in an instant. "I just hope that Ben and the others can get here in time to help us out."

"Or General Ironwood and his backup." Kali added. "When did they say when they'd be getting here?"

"He said in about twenty minutes," Gwen answered, "but that was almost fifteen minutes ago, so they should be here any moment now. And quite honestly, we could definitely use them. Because there are a LOT of Grimm and they're moving fast." Gwen began making her way toward the door, with Holiday and Winter joining her. "Come on, we'd better get out there and help before—"

BAM! Without any warning, the large doors flew open, startling the three women as they backed away and readied their weapons. However, the accompanying flurry of rose petals told them that they had nothing to worry about as Ruby came to a sudden stop right in front of them, an urgent expression having taken over her features. "GWEN! Guys! You've gotta come with me RIGHT NOW! There's something that you have to see!"

"Woah, woah, Ruby, slow down!" Gwen stepped up and placed a gentle hand to the Hooded Huntress' shoulder. "Just what is going on?"

"And was it worth nearly terrifying us half to death?" Winter added.

Ruby bowed apologetically. "Oh, I'm sorry! Buy you guys REALLY need to see this!" Ruby grabbed Gwen's hand and began leading her outside, Holiday and Winter quickly giving chase. "Hazel was giving Kevin and the others a bit of trouble, so he got this idea to steal Hazel's Dust supply off of him while he was down for a bit!"

Gwen raised a brow. "Well, that actually sounds like a good strategy. I don't see the problem."

"Well… after that, Kevin decided to do something drastic with one of Hazel's Dust crystals." The four ladies made it to the edge of the front steps and Ruby pointed down into the forecourt. "Just see for yourself."

The Anodite shifted her eyes down to see Kevin and Hazel fighting one on one, with the rest of the teens standing back as they two went at it. However, it was then that Gwen noticed something that made her jaw drop; not only was Hazel coursing with elemental power, but Kevin was as well. Her boyfriend's arms were now made of a red crystal substance, going up to the length of his shoulder. He was also now wielding fire as if it were nothing, the flames dancing up and down his arms. Kevin's eyes were burning red as he attacked Hazel, the larger man's arms coursing with electricity. Gwen narrowed her eyes down at the battle, taking in a sharp breath to keep her frustration in check. "He absorbed the Fire Dust crystal, didn't he?"

"Eeyup." Ruby replied.

Next to them, Holiday stared at the battle in amazement while Winter's eye twitched a slight bit. "…Gwendolyn? May I have permission to call your boyfriend an idiot?"

"Oh, by all means." Gwen allowed. "It's not the FIRST time he's made such a reckless decision!"

"As much as I want to agree, Gwen, it's hard to argue with the results." Holiday pointed out. "Because he IS putting a number on Hazel."

Upon a second glance, Gwen saw that Kevin WAS indeed faring well in the fight with Hazel, delivering strike after strike with his flaming hammers of red Dust. The young Osmosian was being extremely cautious though, making sure to pull his arms away whenever Hazel made to grab at them. Kevin knew that, even IF the Dust was reacting just fine on his body, Hazel's electric touch would most likely set off a chain reaction that would probably blow him, and perhaps even the others, up in smoke.

'Damn! I need to get those crystals out of his arms!' Kevin shouted in his head. 'But he's not giving me ANY good openings! I gotta find a way to get his guard down long enough!' After going over it in his head for a few more moments, Kevin smirked as an idea entered his mind. He could just resort to what he usually did when an opponent was giving him a hard time; be snarky about it. With a confident grin, Kevin stretched his crystalline arms out and called over to Hazel; "C'mon, Rainart! You can't seriously be thinking about goin' on after this, can ya?! You're beyond outmatched! Your Dust ain't gonna last much longer, but I've got plenty of it spare!"

Hazel breathed heavily as he was allowed to stop for a brief moment. The boy had a point, he could feel his body beginning to give out, even IF he couldn't feel the pain that it was going through. However, he could feel the Lightning Dust coursing through his arms, the four crystals still yet to be drained of their full power. "You make a good point, Levin, but I am not about to disappoint Lady Salem by being defeated by a child!" Hazel flexed his arms back and created two bolts of lightning in his hands, glowering at Kevin all the while. "It's time to END THIS!"

With a mighty toss, Hazel sent the bolts of electricity at Kevin, making the Osmosian's eyes snap open. He managed to duck underneath them… but he forgot that his friends were all directly behind them. And the moment he remembered that, he whirled around in horror. "NO!"

But fortunately for him, Nora dashed out into the path of the lightning bolts, using her own body to block it. "It's okay, Kev, I got—"

"GAAAAAH!" The sound of a scream made Nora's blood run cold. She had managed to take care of the bolt that was closest to her… but she didn't get a clear look at where the second bolt was heading. She whipped her head around as fast as she could, but for her, it was almost as if the world had gone into slow motion. She turned around to see her best friend… falling to the ground after having been struck by the bolt. Ren was now laying down flat on the ground motionless as Jaune and Pyrrha immediately bent down to his side.

"REN!" Nora screamed. "Nonononono NO!" The Pink Dynamos scrambled past her other friends and down to Jaune and Pyrrha, who were immeidatly trying to get Ren to respond. "Th-This can't be happening! THIS CAN'T BE HAPPENING!"

"Nora, NORA!" Pyrrha grasped her friend's shoulders in an attempt to calm her down. "It's okay! It's going to be okay!"

"N-NO! It's NOT okay!" Nora cried out as tears began streaming down her cheeks. "I didn't PROTECT him!"

Jaune had begun doing CPR, beginning with a few chest compressions. "Nora, please, try to keep—" But suddenly, on the fifth compression, Ren began coughing and sputtering, making Jaune let out a relieved sigh. "Hah, see? He's good."

A relieved smile came to Nora's face as she moved over next to Ren, who was still coughing up a storm. "REN! I-I'm so sorry! I didn't—"

But Ren raised a hand, halting Nora in midsentence as he continued to cough. "Hak! N-Nora, it's—hak! It's okay. Hak-hak! It's not your fault." The green ninja gave her a smile. "Besides—hak—if you hadn't jumped in the way of that other bolt, then it wouldn't have just been me on the ground, now would it?"

Nora thought over her best friend's words for a moment before coming to a conclusion. "You're right, Ren. But still, I should've been quicker to stop both those bolts." The Pink Dynamo furrowed her brows as she pulled out her hammer. "Now, if you'll excuse me, it's time I stop messing around for a change." With that, Nora picked herself up off of the ground and charged over to the fight between Kevin and Hazel, the two having reengaged.

"Nora, wait—HAKHAK!" Ren coughed.

Back over with the fight, Kevin was dodging his way around Hazel's punches while putting in a few quick strikes with his hammers. However, while they were quick, the Osmosian made sure to put more power behind them than before. "You're gonna PAY for that Rainart!" Kevin hollered. "I'll make sure of it!"

"Let's see you try, Levin!" Hazel challenged as he sent another bolt of lightning at Kevin, this time at a much closer range. The bolt managed to hit Kevin square in the chest, making him fly back several feet. Fortunately, nothing explosive happened at that strike, the bolt having just struck Kevin's concrete chest. Hazel made his way over to Kevin, the teen attempting to get up from his place on the ground. "I have tolerated your insolence up to this point, Levin…" Hazel raised his massive arms up over his head, lacing his hands together for one massive strike. "But now, it's time for you to admit defeat—"

"RRAAAAAGH!" A loud battled cry caught the two combatant's attention, but by the time they heard it, Nora was already on the scene, using Magnhild to slam Hazel directly in the back and send him flying straight over Kevin's head. "YOU HURT MY BEST FRIEND!" Nora screamed before using her hammer to launch herself over to Hazel in midair. She then vaulted herself off of her hammer and latched onto his arms as they both fell to the ground, the girl grasping at the Lightning Dust crystals specifically. "You won't be needing these!" With that, Nora gave a strong tug and tore the Dust crystals out of Hazel's arms and tossed them away, making him shout out in surprise.

"GAH!" Hazel swung his arm on reflex, forcing Nora off of him. In a matter of seconds, Hazel could feel the electric power leaving his body, his arms feeling much heavier as a result. An angry sneer appeared on his face and his eyes went straight to Nora, the girl having retrieved her hammer. "Ugh, a foolhardy move if ever I saw one. But you must know that this changes NOTHING, child!" Hazel swiped his arm dismissively. "I cannot be hurt by ANYTHING!" With another roar, Hazel ran forward, intending to end this fight here and now.

Nora's glare intensified after Hazel said that, her voice having a rather dangerous undertone as she spoke to him. "I don't need you to hurt…" She tightened her grip on Magnhild's handle and readied her stance as Hazel approached her. "I just need you to GO DOWN!" With all of the strength that had been given to her by Hazel's previous attacks, Nora was able to put much more power behind this hammer than her very first attack on him. She swung her hammer as hard as she could, resulting in Hazel being sent careening back into a far wall once again.

The moment he made impact, Hazel was dazed and disoriented by the massive hit he took. He was quickly coming down from his Dust and rage-fueled power-up, and he could feel his Aura begin to drain after taking his Semblance to its peak. 'I… I cannot go on for much—' SHINK! "ARGH!" Hazel let out a yell as he was suddenly stabbed in the shoulder by something sharp and burning hot, his eyes bugging out in shock.

Right there, Kevin Levin was staring straight back at him, the young man having formed a blade out of his crystalline Fire Dust arm. His face could only be described as "pissed off" as he glared right at Hazel, the Osmosian's voice deathly low as he addressed his adversary. "Well, guess you're not as tough as you think you are Hazel."

"How… how did you…" Hazel struggled to get out.

"You'd be surprised what people can do if you piss 'em off enough." Kevin explained. "Sure, you might be a hulking rage beast, but you're mostly angry with Ozpin, who isn't even here. When you get someone so angry that it's focused on beating you and only you, THAT is when you get results." A smirk came to the Osmosian's face as he caught a quick glance at Nora going back over to Ren. "And you just pushed one too many of Nora's buttons."

"Perhaps… but you just got lucky." Hazel retorted. "If you hadn't taken my Dust crystals, I would have been victorious."

"Maybe so, but for right now, you're done, Hazel." Kevin's eyebrows rose as an inky, black mist appeared around Hazel, signaling that Salem was pulling the man away. "And it seems that Mama Salem agrees with me." Kevin removed his blade, allowing Hazel to slump against the wall as the mist enveloped him. "She's here to pick you up and take you home. But… just an FYI, I'm keeping your toys."

Hazel grit his teeth as the blade was removed, trying to keep his balance as his aura tried to heal him quickly. As he began to back up into the black mist, he sent Kevin a very malevolent look. "This… this isn't over, Levin. Know that you have made a great enemy on this day."

"Yeah, I'll keep that in mind." Kevin returned his body back to its normal state as Hazel disappeared into the black mist, putting him at ease for the time being. "Ah, man, that was freakin' intense."

"Kevin!" At the sound of the familiar voice, Kevin did an about-face to see Gwen running toward him, with Ruby, Holiday and Winter following close behind her. The Osmosian initially smiled at her approach, but then he quickly took note of how irritated she seemed to be. "What in the WORLD were you thinking?!"

Initially put off slightly, Kevin tried to save face by keeping his grin on. "Uh… hey, babe!" he said trepidatiously. "Glad to see you aren't bein' bogged down anymore. Wait… does that mean that Salem left?!" Kevin's exclamation began to create a furor amongst the rest of the team, all of them excited at the fact that they might've actually just won.

"Yes, I think so." Gwen affirmed before turning her attention to the others. "But don't be quick to celebrate just yet. After she left, I sense a few less-powerful dark energies take her place."

"Let me guess, Grimm?" Weiss assumed.

Rex let out a groan at the prospect of more fighting. "Gah, man, we can never get an easy break, can we?"

Winter stepped over to the group with Holiday, the military specialist pulling out her blades. "I am afraid not, Rex. Everyone, be on your guard, we'll be expecting company soon!" The elder Schnee then directed her attention back to Kevin. "And as for YOU, Kevin… just WHAT was going through your mind when you absorbed that Dust? You must know that it has the potential to be lethal in its purest form!"

Kevin gave her a shrug. "Well, sure, but I would never know unless I tried, right?"

Gwen folded her arms across her chest. "Maybe, but that's why you have testing sessions. You know, to make sure that you DON'T blow up on the first go!"

"I… I know." Kevin relented. "And I'm sorry. But you can't argue with the results, right?" He waved his hand over to wear Hazel once stood. "I mean, I beat the ever-living shit out of Hazel, so that's SOMETHING, right?"

"Maybe, but there's still one thing I need to check." Gwen made a "come here now" motion with her hand. "Let me see your eyes."

Kevin blinked in surprise before answering. "Uh… okay." He leaned his head down to her and Gwen grabbed his face, inspecting the area beneath his eyes closely and carefully.

"Hmm… well, you don't HAVE any black circled beneath your eyes after all this." Gwen surmised. "So that's a good thing. I guess the Dust's energy didn't affect you as bad as I thought it would."

"I don't think it affected me at all." Kevin noted. "I mean, I don't even feel the need to get more energy. So, that just leaves the big question…" He went over and picked up the pouches full of Dust crystals, holding them up to Gwen. "Can I keep these?"

Gwen pursed her lips in contemplation, thinking over the request that her boyfriend had asked her. He was right, the Dust didn't seem to have any harmful effects of him, and the crystals had proven useful in the fight with Hazel. Plus, since Kevin could just absorb them, there would be no need to replace them. Overall, it would prove to be a major advantage to her boyfriend on the battlefield. With a somewhat reluctant sigh, Gwen gave her final decision. "Well, alright, you can keep the Dust." She then pointed a rigid finger at him. "But just make sure you don't overdo it, alright? Don't go trying to absorb two different kinds of Dust, don't absorb to MUCH of it, that kind of stuff."

Kevin nodded before giving her a kiss, thankful for giving him her blessing. "Thanks, babe. It means a lot, seriously." But right after he fastened his new pouches to his belt, Kevin's eyes widened when he saw Nora help Ren get up. "Oh god, I forgot!"

Gwen moved her head in the direction Kevin was facing, and she let out a slight gasp as well. "Ren!" The couple moved over to their friends and Gwen immediately went to work, replenishing Ren's aura with her mana. "I'm sorry I wasn't over sooner." the redhead apologized. "Hazel and Kevin's fight was stopping me from getting closer."

"Heh, it's right, Gwen." Ren assured. "I'm still in one piece."

"And thank GOD for that." Nora added, the Pink Dynamo still somewhat saddened by what had happened before. "I just wish I had gotten to BOTH of those bolts in time."

Ren let out a slight chuckle, giving his best friend a smile. "Hey, like I said before, it's okay, Nora. Quite honestly, I'm more upset at myself for not getting out of the way fast enough."

Jaune couldn't help but raise an eyebrow at that. "Hey, c'mon man, don't go beating yourself up for that. You know how fast lightning travels, right?"

Pyrrha stepped forward and put a hand on Ren's shoulder. "Jaune's right. No one is at fault for what happened except Hazel. And now that he's been taken care of, we should probably move on to other matters."

Just then, a loud ROOAAARR echoed throughout the entire town, making everyone freeze in place. "I concur." Penny said before darting her eyes to the forecourt entrance. She raised her hand and pointed in that direction, a slightly perturbed expression coming to her face. "Perhaps we should start with THEM!"

Everyone whipped their heads up to what Penny was pointing at, only to see a rather large group of gorilla-esque Grimm. The dark creatures were all growling and roaring, some even with their tongues lolling out as they howled at their foes. The team could tell that it was an attempt at intimidation, and they had to admit, their tactic had merit. "Okay… what are those Grimm?" Holiday asked as she kept a firm hold on her sidearm.

"Beringels!" Ruby hollered, pulling Crescent Rose off her back. "I don't think I've ever seen this many in once place before!"

"Me either!" Neptune transformed Tri-Hard into its trident mode and went into a defensive position. "I've lived in Mistral all my life and I don't think I've ever even HEARD of Beringels forming bands this big!"

Jaune grasped Crocea Mors and put it into its greatsword mode, with Pyrrha pulling out her own weapons again as well. "There's gotta be… I dunno, fifty of them? Maybe more?!"

"This is bad." Pyrrha commented. "Beringels are only often seen in bands of ten or less." The Invincible Girl glanced to Nora and nudged her head back to the Belladonna house. "Nora, take Ren back to the house. He's in no shape to fight right now."

However, Ren was quick to protest, pulling his arm off of Nora and standing up by himself. "It's alright, Pyrrha. Gwen's mana has helped me a long quite a bit already." Ren pulled Stormflower off of his hips and gave them a twirl, reloading them as he did. "I'll just keep my distance for now."

His teammates all gave him concerned faces, but it was Nora who spoke up for them. "Well, alright…" The Pink Dynamo then gave him a hard poke in the chest, giving him a stern look. "But I'm going to stay with you just to make sure, got it?"

Ren sent her a small grin and let out a chuckle. "Heh, of course. I wouldn't expect anything less of you, Nora."

In the front of the group, the Schnee sisters, as well as Rex, Penny, Gwen and Kevin, had taken the frontlines, with Winter pointing her primary blade at the band of Beringels. "Be on your guard!" the elder Schnee called out to her team. "Beringels are strong, aggressive, and unrelenting. It will take a lot to bring them down, but I have a feeling that we can pull this off!"

As Rex and Penny activated their respective Smack Hands, the EVO couldn't help but wonder; where WAS their back-up? "Hey Gwen!" Rex shouted over the roaring of the ape-like Grimm. "Just where the heck is Ironwood with… whoever he's bringing?"

Weiss began asking the same thing. "Yeah, didn't you say that he was on his way?!"

"They should be here soon!" Gwen answered. "But until they do, we gotta—" But before she could go on, Gwen was suddenly interrupted when the roars and snarls of the Beringels became overshadowed by the sounds of loud, approaching jet turbines. Everyone's eyes shifted skyward and there, flying straight over the buildings of Kuo Kuana, was a large Bullhead, its floodlights shining down onto the massive group of Beringels. The entire group smiled at the vehicle's arrival as it began slowing down over the Belladonna house, coming to a stop just above the forecourt.

"Heh, well speak of the devil." Rex commented.

"Hello, everyone!" Ironwood called out through the Bullhead's speakers. "Apologies for being late, but I suppose now is as good a time as any! Stand clear, I'm going to bring her down and send in the cavalry!"

"HA! 'Bout time, too!" Kevin smirked as the Bullhead landed on the ground. "Now let's hope the guys that Ironwood brought aren't pushovers!"

Gwen wore a knowing smile as the Bullhead's ramp lowered to the ground. "Oh, trust me… you KNOW that these guys aren't ones to take lightly." At first, her teammates were confused as to what Gwen had meant. But the moment that the back ramp of the Bullhead had lowered in its entirety, they could immediately see what she had meant. The group's faces broke out into bright, joyous smiles and even a few smirks when they saw a rather familiar quartet standing at the top of the ramp, and all four of them appeared to be itching for a good fight. "Hey, guys!" Gwen greeted. "Glad you all could make it!"

Out of the Bullhead stepped none other than Coco Adel, Fox Alistair, Velvet Scarletina and Yatsuhashi Daichi, the four standing proud as Coco sent Gwen a wave. "No problem, Red!" she called back with a vivacious smirk, lowering her glasses to give a wink. "But hey, next time, why not just invite us from the start, eh? Thing's would get done a LOT faster if we just come along in the first place, ya know what I mean?" Her face hardened as she directed her attention to the Beringels, the Grimm having been slightly taken off guard by the Bullhead's arrival. But nonetheless, they continued their challenging grunts and snarls, making Coco narrow her gaze at them. "Alright, you damn, dirty apes. You'd better be ready…" In one swift motion, Coco transformed Gianduja into its rotary cannon form, taking aim at the Beringels. "Because Team CFVY is gonna KICK YOUR ASSES!"

…..

There were some things that Ben Tennyson just wasn't ready for whenever life decided to give him a bad hand. And now definitely counted as one of those times. One of his physically strongest forms, Humungousaur, was now inaccessible to him, leaving him shocked and bewildered as a million questions ran through his mind all at once. How could Salem have done this to one of his transformations? Could she do this to his OTHER transformations too? It all served to get under his skin in a VERY uncomfortable way, but at the moment, he couldn't entirely focus on it. Right now, the more immediate threat to his, Yang's and Raven's wellbeing was standing right in front of them; Trumbipulor. The Paku-Dermoloid was approaching the trio, preparing to deal the first strike, and Ben NEEDED to come up with a plan fast.

'Okay, I know I've got plenty of other aliens that can take Trumbipulor on.' Ben remarked in his head. 'I've just gotta pick one that'll throw him off his game.' The young hero knew that the alien crime boss was riding a MAJOR confidence high after Salem essentially striking a successful deal with him, so he'd have to transform into something so unexpected that it'd bring Trumbipulor down a peg or two. 'I just need the perfect one…'

"Ben, please tell me you have a plan!" Yang said as Trumbipulor began to draw closer to them.

"We can't just sit here and do nothing, Ben!" Raven supported. "We need SOMETHING!"

"I know! I—" However, at that moment, Ben caught sight of Trumbipulor closing in, and it was there that an idea came to his head. He knew the PERFECT way to throw Trumbipulor off… and get something out of this dire situation at the same time. He whipped his head to the two women, a serious expression etched across his face. "Alright, I've got a plan." he whispered. "But you're going to have to trust me on this one."

Yang sent her boyfriend a full smile. "Always, Green Boy. Whatever you've got cookin' up in there, I'm sure it's worth it."

"Well, if you're sure that your plan will work, then I trust you as well." Raven nodded back. "But what is it, exactly?"

But Ben shook his head. "Not enough time, just play along for now." At the sound of heavy foot falls, the Omnitrix bearer shifted his eyes up to Trumbipulor, who was now looming over the trio quite menacingly. "So, Trumbi, I'm guessing that you're not going to go down without a fight, huh?"

"You kiddin', Tennyson?!" Trumbipulor trumpeted indignantly. "Afta the night that you've put me an' my crew through, I'm done goin' soft on you's." He narrowed his eyes and balled both hands into fists, raising them up over his head for one big strike. "THIS time, Trumbipulor's gonna be the big man on top, and there ain't nothin' you can do about it!"

Ben couldn't help but inwardly smirk at the double negative. 'That's usually Skull's schtick, but I guess it works in this sense.' The hero then raised his hands, pleading for Trumbipulor to halt his attack. "Wait, wait, wait! Hold on a second! I know that Salem told you to fight us, but… what if I made a deal you?"

"BAH! Betta be a good deal, Tennyson!" Trumbipulor scoffed. "Because it's gonna take some pretty convincin' talk to get me ta let ya go."

"Well, that's just the thing, I'm not looking to be let go." Ben raised his arms up over his head. "But if you promise to let Yang and her mom go… then I'll surrender without a fight."

"WHAT?!" Trumbipulor exclaimed.

"WHAT?!" Yang and Raven shouted as well.

"Yep, I'm willing to give myself up. Just please…" Ben glanced up to Trumbipulor with a pleading face. "Let my girlfriend and her mother go free."

Trumbipulor began scratching his chin, thinking over the offer for about a minute. Finally, he gave his answer. "Ya know what? Salem was right, Tennyson. You ARE too sentimental." He shrugged his massive shoulders. "But still… even afta all the shit ya put me through tonight, I'm still in a bit of a good mood. You want these dames to go free in exchange for yourself? Then fine, I'll accept that."

"NO!" Yang circled around her boyfriend to grasp his shoulders. "Ben, what're you doing?! You know that we can take this asshole on, why won't you—MPH!" In a surprise move, Ben pulled Yang into a kiss, making her eyes widen. However, just as he kissed her, Ben gave her a small wink, one that Trumbipulor was unable to see from his point of view. It was then that Yang realized that this was all part of his plan, allowing her to relax into the kiss.

Once the two pulled away, Ben cent her a faux-apologetic face. "I'm sorry, Yang, but this is the only way to guarantee you and your mom's safety. Once I leave with Trumbipulor, I want you and Raven to go help the others. I might not be able to go with you, but at least you guys will be able to continue the fight against Salem." He pulled her into a hug and whispered into her ear; "When I give the word, we're going to take this guy down, okay?"

Yang grinned into the hug and put her arms around him, giving him her response; "Alright, Green Boy. You got it."

"Awesome." Ben smiled back at her before giving her a kiss on the cheek. "Well… this is it." He reached his left hand up to Trumbipulor. "Let's go."

"Haha, now THIS is more like it." Trumbipulor reached down and grabbed Ben's entire left arm in his massive hand, Omnitrix and all. "Well, Tennyson, anything else ya wanna say before we head to Salem's place?"

Ben sent Trumbipulor a determined smirk. "Yeah… I just tricked you."

"W-Wait, wha—" BEEP BEEP BEEP! "GAH!" Trumbipulor was taken by surprised when a loud and very annoying beeping noise suddenly graced his large ears. He began searching for the source before his eyes finally landed on his hand, the one that was holding Ben's arm. Inbetween his fingers, he could see a bright yellow light that was flashing in time with the beeps, making him pull his hand back. "What's goin' on here?!"

Ben pulled the Omnitrix back, the faceplate flashing yellow as it beeped. "Oh, you'll see."

After a few seconds, the Omnitrix spoke out in Ben's voice once again; "Compatible Alien DNA found, now beginning scanning sequence." In a bright flash of light, the Omnitrix began emitting a yellow beam that scanned up and down Trumbipulor's whole body, making the crime boss shout and panic even further. Once it was done, the beam stopped and the Omnitrix's holographic ring popped up, revealing what appeared to be the face of an elephant. "DNA scan complete. Paku-Dermoloid DNA now unlocked and available."

Yang pumped a fist in the air in celebration. "WOO! Alright, Ben!"

Raven blinked in surprise. "I… I don't believe it. He tricked Trumbipulor into handing him a new transformation." A slow smile made its way onto the dark-haired woman's face. "Hmm, he's much smarter than I initially gave him credit for."

Conversely, Trumbipulor was practically fuming with anger. "You… you little SWINDLER! You cheated!"

"I didn't cheat, Trumbi." Ben tapped the side of his head. "I just outsmarted you. I had a feeling that your overconfidence would get the better of you, so I offered you the easy way out. And fortunately, you just took the bait. Hook… line… and sucker."

"I'll… I'LL KILL YOU!" Trumbipulor hollered. "I don't care WHAT that Salem lady says! Nobody messes with Trumbipulor an' gets away with it! You're goin' DOWN, Tennyson!"

Ben's eyebrows furrowed and he shook his head. "Sorry, Trumbi, wrong again. See, I promised the chieftain of this island nation that I'd help free it from YOUR tyranny." Ben retracted the Omitrix's faceplate, preparing for his transformation. "I meant what I said… and I said what I meant…" The hero brought his hand up and then slammed down the Omnitrix's core, a bright flash of green light signaling his transformation.

Once the light died down, everyone was able to see the new transformation… and they were all floored by what they saw. It was a Paku-Dermoloid alright, but one that was very distinct from Trumbipulor in terms of appearance. Thanks to the Omnitrix's programming, it had optimized the DNA to the species' maximum potential, and thus, gave Ben's new transformation a few differences from Trumbipulor. For one, he was about two feet taller, setting him at about fourteen feet tall. Plus, his skin tone was a lighter grey than Trumbipulor's more brownish-grey, along with a bigger set of ears as well. But most noticeable of all… were the long, sharp tusks that the new transformation had. They were full, strong and pearly white, giving Ben a strong intimidation factor that Trumbipulor didn't have. As for the clothes he wore, it was actually rather simplistic; a black, sleeveless body suit that had large piece of green chest armor with matching shoulder pads, the Omnitrix symbol situated directly in the middle of it. He also had a pair of black, fingerless gloves with green wrist braces and a large, green belt going around his waist. The new Paku-Dermoloid's eyes glowed bright green as he glared at Trumbipulor, finally finishing his statement;

"And an elephant's faithful… one-hundred percent."

…..

A/N: And THAT my friends, is how you make a Dr. Seuss quote into a badass one-liner. Everyone, meet my first original Omnitrix transformation for this Fanfiction series! I've always wanted Ben to transform into one of Trumbipulor's species and I was really disappointed when it never ended up happening in the series proper. So you know what? I decided to do it myself! So… what's his name? That will actually be revealed in the next chapter, so stay tuned to find out! But yeah, I wasn't lying when I said a whole bunch of stuff happened in this chapter! The encounter with Salem, Raven's little secret being let out (or at least half of it), the fight with Hazel, and FINALLY seeing what would happen if Kevin absorbed Dust! But man, those Beringels are going to be in a world of hurt… because it's CFVY time once again, baby! But that leads to another question… where's Cooper? He IS Team CFVY's unofficial fifth member, after all. Well, you'll just have to wait until the next chapter to see what's going on with him.

But speaking of… NEXT TIME! As Team CFVY and the others engage with the Beringels, Yang, Raven and Ben take on Trumbipulor, with Ben breaking in his new transformation. During the fight though, Blake, Sun, Ilia and Sienna end up running into the Schnee Sisters… and needless to say, Sienna's not all to happy when she sees them. But they'll ALL have to watch their backs, because a certain scorpion man isn't finished quite yet… and this time, he's got a bit of leverage. Thanks for reading guys, and I'll see you next time! See ya!