Volume 1 Issue 16: First Day of Class

Team 10's Dorm, Beacon Academy Dorms; Beacon Academy

8:53 A.M.

It is a beautiful day outside of Beacon Academy. The birds are singing, the flowers are blooming, and the sound of mother nature herself singing the calls of beauty throughout the World of Remnant.

We now see are one out of our two united heroes, Ricardo Salazar, sound asleep unaware of the looming threat above him of a feminine shadow holding a bucket of water.

With a grin to rival Zombozo the Clown, this "attacker" threw the bucket of water all over Rex, soaking him in Weiss cold freezing water. (Pun Intended of course!)

"Ahh! What the heck!" Rex shouted in shock, pulling out the B.F.S (Big Fat Sword) almost inadvertently slicing one of the extra beds.

"Rex, what's the matter?!" Ben asked as he burst out of the bathroom already dressed in his Beacon Academy Uniform with his hand over the Ultimatrix's dial set to the hologram of Swampfire.

"Amber, did you wake me up?" Rex asked with a scowl.

"Nooo." The Fall Maiden playfully replied dragging it out.

"Ok. Just one question. WHY ARE HOLDING A BUCKET?" The Human EVO shouted jumping out of bed somehow completely dry as he put away his B.F.S. (Big Fat Sword).

"Amber, why are you here?" Ben tired of the two fighting like kids.

"Well I am here because... A. You don't have an alarm clock as far as I know, and B. Professor Ozpin says he wants to see you and two after dinner is over. Amber replied with a smirk not taking her eyes off of Rex.

Checking the Ultimatrix's new feature that Azmuth installed which what a watch is supposed to do: Showing the time, but in any dimension or universe. Ben's eyes widen as the time read to be 8:53 A.M.

"Oh no! We're gonna be late! Time for us to go!" Ben shouted running out of the dorm along with Rex who managed to put on his school uniform quickly along with putting on his signature orange cuffs, black gloves, and orange goggles.

"Have a good day at school Ben! You too Rex!" Amber shouted happily, smiling at the two boys.


Beacon Academy Dorm Hallway

8:55 A.M.

In the hallway we see our two hero's running as if the devil himself was on there tail. They only stopped outside of Team RWBY's dorm when they heard the sounds of power tools and building.

"Where did they get power tools?" Rex asked in confusion.

Before Ben could answer, the door to the dorm slide open and out came Ruby Rose in her school uniform keeping her signature red hooded cloak, as she accidentally bumped into Rex knocking him over.

"Ruby, are you ok? You need to watch were you are going!" Yang said in slight worry.

Bu before anyone could comment, a certain dust company heiress had to cut in and point her index finger at the Ultimatrix-bearer.

"You! How did you turn into those creatures? Why does that symbol appear every time you change? And who is this?!" Weiss demanded as she pointed her finger at Rex.

"Look, I don't mean to be rude, but we have 5 minutes until class starts." Ben stated showing the time with the Ultimatrix reading 8:55 A.M., causing the four girls along with Team JNPR to run to their first day of class since the three teams overslept.


Beacon Academy Lecture Hall

9:00 A.M.

As the three teams were running to their class, Grimm Studies with Professor Peter Port, they passed by Glynda Goodwitch and Ozpin making it literally 1 second before the bell.

"We're not late!" Yang cried in happiness.

"By one second, Ms. Xiao Long. Next time please try to be here sooner." a man said who is the teacher for their first.

The man wore a double-breasted burgundy suit with gold piping and buttons. The pants he wears are tucked into olive boots, similar in appearance and construction to cavalry boots. He has gray hair, a gray mustache and appears to be slightly overweight. This was Professor Peter Port, the teacher of Grimm Studies.

"We are sorry, Professor Port. We'd just woke up late and-" Weiss tried to say but was cut off by the professor.

"It doesn't matter why you were almost late. The point is that you're all here now on your first day of class. So, please take your seats." Port instructed waving towards the front row. As soon as Team RWBY, JNPR, and the two of members of the incomplete Team 10 took their seats, their first class had begun.

"Monsters, Deeeemons... Prowlers of the night! Yes, the creatures of Grimm have many names, but I merely refer to them as prey! Ha-ha!" Port said with no one paying attention to him except for Blake and Yang, Weiss who was taking notes, Ruby who has her head propped in her hand as she takes a quick nap until she is woken back up by Port's bad joke, which receives a cricket-filled silence as a result. And Ben and Rex were trying their best not to laugh at the joke.

"Uhhhh... And you shall to a pint graduating this prestigious academy! Now, as I was saying: Vale, as well as the other three kingdoms, are safe havens in an otherwise treacherous world! Our planet is absolutely teaming with creatures that would love nothing more that you tear you to pieces! Huntsman! Huntresses..." Port said as he stopped to wink without opening his brown eyes at Yang who groaned uncomfortably, making Ben want nothing more than to go for Rath and punch him in the face for such an inappropriate and unprofessional gesture.

"Individuals who have sworn to protect those who cannot protect themselves From what, you ask? Why the very world!" The professor said dramatically with one random male student raising his fist screaming "Ayyyy-yep!" in the background, causing everyone to look at him strangely as he sat back down embarrassed.

"That is what you are trying to become. First a story, I tell the young handsome man... ME! When I was a boy..." Port said as he trailed off into his story.

"If he is what counts as handsome I hate to see what counts as ugly." Ben Said whispering into Rex's ear getting a snicker in response.

Ben and Rex just toned out the rest of the story only hearing something about smelling cabbages and the professor's own grandfather.

The two heroes only stopped talking to each other once they saw Ruby's drawing of him that shows a ball-with-limbs-and-a-head drawing of the teacher with stink lines coming from him and "Professor Poop" written underneath. They laughed along with Blake and Yang at the little red riding hood's creation as she blew a quick raspberry while Weiss had an annoyed expression on her face.

"Ah-heh-hem! In the end, the Beowolf was no match for mysheertenacity, and I returned to my village with the beast in captivity and my head held high, celebrated as a hero!" Professor Port said with a bow while Weiss was slowly getitng more frustrated at Ruby's antics.

"The moral of the story? A true huntsman must be honorable! A true husband must be dependable! A true Huntsman must b be strategic well educated and wise! So, who among you believe themselves to be the embodiment of these traits?" Profeasor Port asked his class.

"I do, sir! / We do, Professor!" Weiss angrily said while the two members of Team 10 said with cocky smiles as they raised their hands.

"Splendid! But unfortunately there is not enough Creatures of Grimm to fight for the three of you and we don't have that much time." the axe wielding professor replied.

"Not a problem, Professor Port! Rex and I got this." Ben cockily said using his "semblance." as he was instantly engulfed in a flash of light, forcing everyone including Port to cover their eyes in the classroom.

In Ben's place was a tall, green and black, techonological, humanoid alien with circuitry design and one green eye. The alien also adorned the familiar green hourglass symbol on its chest.

"Whoa, cool! What does this one do and what do you call it?!" Ruby asked excitingly.

"I called this one Upgrade! Because, well, you're about to find out." Upgrade replied with his one eye glowing bright emerald green as he was talking in a mechanical tone.

Before anyone could ask anymore questions. Upgrade jumped INTO Rex dissolving in his body.

"This still feels weird!" Rex complained shivering for a bit before a emerald green wave emerged from his chest with the familiar hourglass symbol.

The Galvanic Mechamorph began covering the Human EVO into a familiar body suit that covered every everything except for his head with the circuitry designs glowing bright emerald green along with the Ultimatrix symbol.

As soon as Upgrade finished forming the Upgrade Suit, Rex pulled down his signature goggles with a smirk, signaling to the professor that he and the human shapeshifter were ready.

"Marvelous! Simply amazing! Since we only have a time for one fight, I would like to see what you two boys can do." Port explained to the Alien fused EVO, making Weiss sit down in a huff.

"Goooo, Ben! Go Rex!" Yang shouted wanting to see a awesome fight.

"Fight well." Blake said happily somehow having a emerald green flag with there team name on it while waving it.

"Yeah, represent Teeeeam 10!" Ruby shouted throwing her hands in the air.

"Ruby, they are trying to focus!" Weiss snapped with a red tick mark.

"Oh, um... Sorry..." Ruby replied with a sheepish smile.

BGM - Ben 10 / Generator Rex: Heroes United Theme Song ~ Ben 10 / Generator Rex: Heroes United (2011)

"Let the match... begin!" Port exclaimed smashing the lock with his battle axe to release a quadruped Grimm with many features associated with a real-world boar, including cloven-feet, a line of hair sprouting from its spine, snub snout, and tusks.

The Boarbatusk Grimm has four eyes and a bone-like mask that seems to be strapped to its face by a black vein-like organic tether. It has a series of plates along its back and on its thighs, and two extra sets of tusks, including two large curving tusks. However, their underside is comparatively under-protected and vulnerable, with little to no body armor or shielding.

As the Boarbatusk charged with a surprising amount of speed forcing Upgrade Rex to dodge it's charge.

"Ha-ha! Wasn't expecting that, were you?" Port asked with a laugh making sound like someone's grandfather.

"Hang in there, Ben! You too Rex!" Ruby cheered

As the Boarbatusk Grimm began to charge again at our two united heroes, They were prepared this time. The Grimm almost land a hit on them, but Upgrade Rex managed to grabbed onto its tusks holding it in place with his alien-enhanced EVO strength.

"Bold, new approach. I like it!" Peter complimented.

"Come on, Ben, Rex, show it who's boss!" Ruby continued cheering for the two boys while Weiss glared at her.

"Rex, now!" Upgrade shouted appearing out of Rex's shoulder surprising everyone except for Rex.

As he quickly catched up onto the plan of his leader, Rex quickly built his Smack Hands only these were not the normal Smack Hands these were the Power Fists. They're the upgraded versions of the Smack Hands as they are alien-tech enhanced machine fists that are much larger and stronger and have retractable spikes on the knuckles, the back of the hands, and the wrists. They can be fired as projectile missiles and explode on impact as they're far much stronger than the original versions as they can easily knock back the Alpha Nanite (who stole the Omega-1 Nanite from Rex to transform into his Ultimate form, Alpha-Omega) with a single hit.

Still holding on to the tusks, Upgrade Rex threw the Boarbatusk Grimm over into the into the wall making it the land on its backside.

"Ben! Rex! Go for its belly! There's no armor underneath-" Ruby shouted.

"Ruby, stop telling them what to do!" Weiss snapped angrily as the boar-like Grimm jumped back up and started to pull a Arburian Pelarota or Cannonbolt's species and spin ready to charge at the two epic united heroes.

Upgrade Rex quickly pulled out a second upgraded build out of his six original Nanite Machines. The Alien Excalibur, an upgraded version of the B.F.S (Big Fat Sword). The Alien Excalibur is an alien-tech enhanced machine blade. It is considerably larger and more impressive than the normal big fat sword. Its appearance appears to be more energized, granting cutting power much greater than the original big fat sword. The upgraded sword is able to easily cleave through almost anything massive and durable such as the Alpha Nanite in its Alpha-Omega form.

Quickly jumping out of the way, Rex managed to do a flip into the air as the Boarbatusk Grimm came crashing comedicly. As soon as the boar-like Grimm came charging back, Upgrade Rex quickly uppercutted it into the air and stabbed the Alien Excalibur into its stomach, forcing the Grimm to instantly die from the alien enhanced machine blade as it disintegrated into ashes. Upgrade Rex gracefully landed onto the ground as he hold the Alien Excalibur over his shoulder in victory.

BGM END.

"Remarkable, stupendous, simply amazing It seems we are in the presence of true Huntsmen-in-training! I'm afraid that's all the time we have for today. Be sure to cover the assigned readings, and... stay vigilant! Class dismissed!" Port exclaimed before the bell rang. As soon as the students began packing up and leaving, Weiss just walked hurriedly to the exit with a angered look on her face.

"Sheesh, what's with her?" Jaune asked himself as he watched the Schnee heiress leave.

"So, what's our next class?" Ruby asked walking out with her team into the hallway before she noticed her white colored partner stomped off away from them.

"Weiss!" Ruby called out in worry as her partner turned around to face her.

"What?" She snapped sounding like she was struggling not to cry.

"What's wrong with you? Why are you being-?" Ruby asked but was cut off.

"What's wrong with me? What's wrong with you? You're supposed to be a leader and all you've been so far is a nuisance!" Weiss shouted.

Ruby on her part just looked really confused of why she is yelling at her.

"What did I do?" Ruby asked as she scoffed.

"That's just it - you've done nothing to earn your position! Back in the forest, you acted like a child, and you've only continue to do so!" Weiss argued.

"Weiss, where is this coming from? What happened to all the talk about, 'working together'? I thought you believed in acting as a team." Ruby asked.

"Not a team led by you. I've studied and trained. And quite frankly, I deserve better. Ozpin made a mistake." Weiss finished walking off to the shock of her teammates, Team JNPR, and Team 10.

"Hmm. Now that didn't seem to go very well." Ozpin said scaring everyone.

"Whoa! We're did you come from?" Blake asked while she was thinking, 'If he is able to sneak up on me then I really do need to practice my ninja skills.' she thought.

"Ok, one, that was creepy and two, Rex you deal with this I'm gonna go talk to the Ice Queen." Ben said walking off to find Snow White without her Seven Dwarfs.

"Is she right? Did you make a mistake?" Ruby asked the headmaster, sounding sad making her look like a kicked puppy as she was on the verge of tears.

"That remains to be seen." the headmaster replied as he laughed slightly.

"What do you mean?" Ruby ask confusedly.

"I mean, it's only been one day Ruby... I've made more mistakes than any man, woman, and child on this planet. But at this moment, I would not consider your appointment to leader to be one of them." The Beacon headmaster exaggerated as he leaned in closely to look more directly at his student.

"Do you?" Ozpin asked.

"To be honest, I don't know you that well but you know one thing being a team leader isn't something you just carry on the battlefield you always have to be on guard in case someone were to try and hurt you your teammates or someone you care for." Rex added remembering what Six told him.

"Yes, as Mr. Salazar stated, Being a team leader isn't just a title you carry into battle, but a badge you wear constantly. If you're not always performing at your absolute best, then what reason do you give others to follow you?" Ozpin finished as he walked away.

"Maybe he's right. Maybe I am not cut out to be leader." Ruby said Looking dejected as she was almost about to cry with a few tears building up and now streaking down her cheek as she let her emotions out.

Until she felt her tears wiped by an orange and Omega Nanite blue hankerchief by Rex who basically was soothing her and calming her down.

"Well now being a leader isn't about is the strongest were smartest is about what's in here." Rex putting her hand over his heart making her blush Ruby Rose Red.

"Yes there are times you're going to mess up, but we're only human we all make mistakes but its our choice if we get back up and try again." Rex finished walking towards their next class with the leader of Team RWBY together side by side with her soft gentle hand holding his strong yet firm gloved hand.

Ruby couldn't help but feel so happy and calm near the Human EVO. But she also felt a new yet strange feeling that she could feel in her rapidly beating heart and making her blush again for some reason. Wait what was this feeling she's experiencing? Unknown to herself, Ruby is slowly starting to develop a crush a crush on the Human EVO.


Beacon Academy Rooftops

With the Weiss Queen and the Ultimatrix-bearer

"Professor Port!" Weiss exclaimed approaching the Grimm Studies professor.

"Ah, Miss Schnee what do I owe this fine pleasure?" Professor Port asked.

"I... I enjoyed your lecture!" The SDC heiress replied nervously.

"Of course you did, child; you have the blood of a true Huntress in you." Peter said arrogantly.

"You really think so?" Weiss asked as she smiled hopefully.

"Most surely! / Absolutely not!" Professor Port and Ben, who came in at the same time.

"What, how dare you!" Weiss started but was cut off by the professor.

"Oh my... What is going on?" Port asked as the human shapeshifter respond.

"She snapped at her team leader and threw a tantrum because she didn't get her way." Ben replied not beating around the bush.

"Dear girl, is this true?" The Grimm Studies asked as the heiress sighed.

"Well... I-I think I should have been the leader of Team RWBY!." Weiss responded glaring at Ben.

The aging professor just stared at the two (which is amazing since he has an open his brown eyes once) before finally saying something.

"That's preposterous." He replied bluntly.

"Excuse me?!" She asked angrily.

"I've believed in Professor Ozpin for many years, and the man's never once led me astray!" Professor Port stated to the SDC heiress.

"So you would just blindly accept his decision even after seeing how exceptional I am?" Weiss asked confusedly.

"With all due respect, your exceptional skill on the battlefield is matched only by your poor attitude." The Grimm Studies Professor responded

"How dare you!" She raised her voice sounded offended.

"I think you just prove his point. From what I've seen outside of the battlefield, you're just a spoiled rich girl who has gotten everything she's wanted and the only thing she worked hard on is her own skills and nothing more." Ben told the girl reminding him of some bullies like JT and Cash.

"That is not even remotely true." Weiss responded crossing her arms.

The two males just stared for two minutes before she relented.

"Well... not entirely true." She added.

"Do you truly believe that acting like this would make the headmaster change his mind?" Ben asked the Ice Queen, making her look down.

"Mister Tennyson has a point, so instead of fretting about what you don't have, savor what you do. Hone your skills, perfect every technique, and be not the best leader, but the best person you can be."." Professor Port finished walking away.

"This might not be what you want to hear, but it's what you need. Now I'm not gonna lie right now, but I don't like you very much but that could very well change if you asked me politely of what caused me to change into those transformations. If you and Blake really want to know, come to my dorm after lunch and I'll answer some questions not all of your questions because I still don't trust you as a person." Ben finished walking to his next class, leaving the heiress of the Schnee Dust Company to herself.


Beacon Dining Hall

12:00 P.M.

After a longer hour of self study during Professor Peach's class, Ben and Rex attended the Dining Fall for Lunch. Rex's Lunch today consisted of a ham sandwich with a side of chips and milk. While Ben's included his usual order of chili fries and a Strawberry, Chocolate Chip Cookies with Milk smoothie as Ruby Rose asked the Ultiamtrix-bearer if she could have one that would taste like her favorite food and her late mother's delicious cookies as Ben managed to get one for her.

"All I'm saying is that it should not be possible to turn a grenade launcher into a hammer! It just can't and shouldn't be possible!" Rex ranted as he argued with the heavy hitter of Team JNPR, Nora Valkyrie.

"Even though you somehow managed to do it, it should still be super heavy and still shouldn't be able to swing it." Rex finished.

"I have to agree with Rex on this one, Nora. I mean early this morning I've turned into one of my smartest transformations, Brainstorm, and even he could not figure it out." Ben added as not even one of his smartest aliens like Brainstorm and possibly Grey Matter couldn't possibly understand the Pancake Queen's complex yet powerful hyrbid weapon.

"It's very simple, you two! All you need to make sure is that it will not accidentally misfired. You just have to pull the trigger and squeeze either one or the other certain parts to make them fire at the same time otherwise it won't fire at all." Nora explained nonchanantly.

"OK, now that is out of the way I am going to take a shower and a nap since me and Rex are done for the day." Ben said as he walked out of the Dining Hall and towards the Dorm buildings while unknowingly Weiss and Blake following him.

"Where are you two going?" Yang asked her two teammates.

"I'm going to the library." Weiss answered with a lie without turning around.

"Same thing, since I forgot my book in our dorm" Blake replied lying to her partner and leader.


Beacon Academy Dorms

After a satisfying lunch, We see our shapeshifting protagonist walking through Beacon's Dorm Building hallways so deep in thought, he didn't notice the SDC Heiress and the former White Fang member/Secret Cat Faunus stalking him from afar.

"I know why I'm following him, but why are you?" Blake asked the Schnee heiress.

"Because, I'm going to find out the source of his power! I think I know how, but I'm not entirely sure." Weiss replied before using her semblance: Her family's Glyphs to keep the door from locking.

They waited for about 5 minutes before entering the dorm of Team 10 once they heard the shower going on and running.

"What are we supposed to be looking for?" Blake asked looking all over the room for anything such as clues that will help them answer their questions.

"What about his watch?" Weiss asked pointing to where the Ultimatrix is at. It was sitting on the side table underneath a white cloth.

Not waiting for a reply, she walked over to it, uncovered the cloth, and picked it up. As Blake walked over to her, the two of them began to examine Ben's watch. The watch didn't resemble an ordinary wrist watch most people of Remnant would wear, but it looked more like a gauntlet due to the band being gauntlet-like instead of a normal wristwatch band. The gauntlet itself also contains wrist couplings, a black rectangular button, and of course the central component of the watch, the selection interface, which is round dial containing the familiar green hourglass symbol that they've seen on Ben's transformations which got their attention. Blake then began to toy with the notch as the dial popped up revealing a very advanced looking core and a hologram of a form they didn't recognize.

Weiss and Blake then looked at each other nodded, knowing that their suspicions were confirmed as somehow Ben's watch is no doubt not made by the Kingdom of Atlas, since they deduced that this piece of technology they were holding right now was very, very, more advanced than what the Atlesian military and the technology that the World of Remnant they have today such as scrolls, airships, bullheads, A.I.'s, the Atlesian Knights and Paladins in the Atlas Military, and the Cross Continental Transmit System.

"Hey, wasn't it smaller earlier?" Blake asked seeing how the gauntlet-like watch was now wider as she slipped it on her left wrist and nothing happened. The gauntlet-like watch was way too big to fit on her. It was more than just hanging on her arm like an overgrown band. She then handed it over to Weiss as she too put it on her left arm it too was doing the same like Blake. The girls then twisted the dial seeing different holograms of Ben's forms as they finally want to know the truth from Ben himself especially Weiss as she wanted to know what kind of watch is this.

But before she could reply to Blake, the door opened up to reveal Rex.

"Hey, Ben! Have you seen my goggles? I think I left them here this-What the heck are you two doing here?!" Rex shouted in shock, catching the black and white members of Team RWBY by surprise as Weiss was holding Ben's Ultimatrix.

With such reaction speeds that would make Ruby Rose jealous, Rex quickly pulled out his Smack Hands as he grabbed the two girls, forcing Weiss to keep her grip on the Ultimatrix in surprise.

"Ben! We have some unwanted guests in our room! They're trying to steal your watch!" Rex shouted making his friend come out of the shower with an frustrated look on his face as his eye was twitching and he burst out of the shower soaking wet with a towel wrapped carefully and tight around his waist, concealing his private area.

To our readers, viewers, and Fangirls that despite our human shapeshifter protagonist being skinny, he is very athletic due to being a soccer player making the two girls blush at his muscles on his arms, legs, chest and the rest his body including his six-pack.

"Seriously, Ice Queen?! I thought that I'd have told you and your friend here to come here like I told you earlier and you and Blake just had to come and steal my watch at the wrong time! Jeez, I should take the both of you to court for attempted murder and theft." Ben said in frustration as his green eyes dangerously and slowly started to glow Ultimatrix Green with a mixture of Anodite purplish pink, making Blake eyes widen in horror and Weiss just scoffed in disbelief.

"Oh no! You cannot tell the fact that the reason we are here is because you can tell us the source of your powers and him too! And why did he react when I had your watch?!" Weiss retorted sarcastically.

"I don't think you deserve to know since you two almost killed me by taking my watch away." Ben lied as the two girls stared at him of what he was implying.

"But, to get you two to leave me alone my transformations are part of my "semblance." Now the watch and the reason why the hourglass appears each time I change is because it's a limiter. Because of my power and I changed so much damages my DNA so much I could die if I transformers out that and since I have so much energy I could also explode." Ben lied continuing shocking the girls on how serious he is as his voice started to sound slightly more serious with the fact that somehow his emerald green aura and Anodite purplish pink Mana started to slowly coat him and his eyes started to glow fully bright Green as his body was coated in a mixture of purplish pink Mana and Emerald Green Aura as he was floating inches off the ground slowly with his Mana and Aura both shining more brightly as he unknowingly unlocked his dormant Anodite heritage he inherited from his Anodite Grandmother Verdona. Basically, he somehow must have the "spark" all along as it was the dormant the whole time within his very body.

"Okay, no taking the watch, but what about him and can you stop squeezing us so hard?" Blake asked as Rex dropped her and Weiss back on the ground somehow landing perfectly on their feet,

While she and Weiss were now free, they were now feeling intimidated by Ben as he somehow transformed into a purplish pink male humanoid form with whitish emerald green eyes, long hair made out of a combination of some sort of whitish pinkish aura with a very large amount of his emerald green aura.

"If you two must know, then I was illegally experimented on as a child." Rex said shocking the two girls even more, as they were still feeling intimidated from an Aura enhanced Male Anodite shapeshifter.

"Now that is out of the way get out of here or I will report you both for stealing and attempted murder" Ben said in a slighty yet serious voice as he calmed down, returning to normal as his Mana and Aura retracted back into his body while his eyes returned to their normal emerald green shade. While moving over to take his watch back from Weiss, he then took out another towel and wiped his left arm as he slipped on the Ultimatrix and Rex gently pushed the two members of Team RWBY out of the room.

Once they were sure that they were not eavesdropping or left behind any bug, they started to talk about the elephant in the room.

"They don't believe us I'm sure of it especially of the cat they will be back there going to be doing some research I'm sure of it," Ben said dropping his towel to get dressed.

"Agreed. I really don't think the white haired girl will leave us alone anytime soon." Rex agreed as he turned around to give Ben some privacy to get dressed.

"Yeah, oh and here are your goggles. I 'm going to take a nap and don't forget that we have a meeting with Ozpin tonight." Ben reminded his friend as put on the watch as shrunk to fit his wrist and crashing into his bed to sleep.


3 Hours Later...

"Man, That was a good nap. How long was I out for?" Ben asked himself, looking at his watch showing that it was 5:30 P.M.

"Huh, I've be asleep since 2? Man, I think I need to get more sleep..." Ben said to himself as he stretched his arms with a yawn.

'It's dinner time already? Best I head down then...' Ben thought putting on his black t-shirt, blue pants, black shoes, and green jacket, as he quickly transformed into XLR8 to clean his dorm while grabbing his scroll and zooming towards the Dining Hall for dinner.

Man, he and Rex hope tomorrow it would not be another day from their two stalkers who already planning to see behind their lies and half-truths.


Beacon Dining Hall

5:00 P.M.

Tonight's dinner includes some pulled pork sandwiches and a salad on the side with some fruit juice. We see the two half-sisters of the Rose-Xiao Long-Branwen family, Ruby Rose and Yang Xiao Long eating together. Until, Yang turned around and saw Ben getting his dinner as she decided to get his attention by using a nickname for him when he transformed into that hot, handsome, fiery magma man back at the Beacon Initiation.

"Yo, hot stuff! Where have you been?" Yang asked Ben, motioning him to come over to sit with her and Ruby. As he sat down between them the girls, Yang placed her arm around Ben as she looked into his green eyes that no doubt were attractive and handsome in her own opinion.

"I've been taking a nap, Yang. Been having trouble sleeping." Ben replied as he sighed, looking into Yang's beautiful lilac eyes that no doubt were soothing him and so attractive.

"I know that feeling. Say, have you seen Weiss and Blake?" Ruby asked wondering where her partner and her black colored teammate were since they never returned from retrieving Blake's "book" and the Beacon library.

"Nope. Haven't seen her or the Ice Queen since lunch." Ben lied moving his hands towards the Ultimatrix just in case.

"Hey, Ben. Ozpin sent me to come get you and Rex speaking of which where is he?" Amber asked appearing behind him and the two sisters.

"I haven't seen him since he came by to the dorm and picked up his goggles." Ben replied stuffing the sandwich in his mouth.

"I'm right here." Rex added behind Amber with his red-orange patterned jacket ripped in some places, along with some grass and dirt all over his t-shirt and lightly spiked, slicked back dark hair.

"Rex! What happened to you?" Ruby asked worried for reasons she can't explain.

"I've been in the forest behind the school practicing against the Grim. Man, what a workout." Rex revealed of where he had been for the past 3 hours.

"Now that you are here, grab something that you eat and follow me to the Headmaster's Office." Amber stated dragging Ben and Rex with her.


Headmaster's Office

"What is it Ozpin? It's dinner time and I'm still hungry." Rex complained annoyed that he couldn't eat before he was dragged here by the woman that he and Ben see as a mother figure.

"It has come to my attention that since you two are from two different parallel worlds, you don't have any of our world's currency. So, I've decided to give the both of you an allowance that should last about a month before it's time to start doing missions and earn some lien. I've also taken steps to open both of you a bank account." Ozpin explained handing the two the banking information and a credit card that contains both of their personal emblems combined along with the Schnee Dust Company Logo.

"That's what I've wanted to talk to you about. But first, does this world have diamonds and do you know the exchange rate?" Ben asked.

"Yes, there are diamonds in Remnant. If you two are doing what I think you're doing, then just don't destroy the economy. And I have no idea of what is the exchange rate of diamonds to Lien." The headmaster replied to the shapeshifter.

"Men... Last I heard, the exchange rate of diamonds today is depended on it's carrots. So, assuming that you have let's say 0.50 carat diamond and the exchange rate for that is 1,400 Lien per carat." Glynda explained coming out of the elevator.

"Thank you for that, Glynda. Now since we still have some time left, do you two have any questions?" Ozpin asked the two united heroes.

"Yes we have a problem two actually it seems that Weiss and Blake are getting suspicious of us they broke into our room and almost took the Ultimatrix before I came in and stopped them." Rex stated.

"I told them if they tried again I will have them arrested for attempted murder and attempted theft so I don't think that they will try again but we need to put some "history" in the system in case they try to do some research on us." Explained Ben.

"I will call the police! But I don't think it will be easy to put the Schnee in jail, but I will see it happen." Amber ranted angrily pulling out her Scroll.

"No need to do that, Miss Amber. I just quickly made that up to get them to leave before I went to bed three hours earlier." Ben replied seeing the woman who sees him as a son trying to call the authorities on his two stalkers.

"One: Those two have no idea what they're doing. And Two: They won't try again at least not for a while." Rex added getting a agreement with Ben as he continued.

"Now Is that all we have? 'Cause there is a pulled pork sandwich with my name on it." Rex complained as he motioning towards the elevator, wanting to eat dinner with Ben.

"Yes, you and Mister Tennyson may leave now." Goodwitch replied as she already knew that the two heroes were feeling tired of the events that happened on their first day in Beacon.

"Good night, Ben. Good night, Rex." Amber said hugging both of her heroes that she sees as sons and kissed them both on their cheeks.


Beacon Dining Hall

Team RWBY.

"I am telling you girls! There is something wrong with the members of Team 10, especially Ben." Weiss stated annoyed about getting caught earlier.

"Weiss, you and Blake both need to chill out. Just because he and his friend have abilities that you never seen before doesn't mean that they're bad guys." Yang replied both to her teammates while eating her salad.

"She is right. When I went to talk to him last night, his new teammate, Rex, I think that's his name, turned his arm into this weird whip thingy while wearing a huge backpack and Ben turned into a mummy and wrap his bandages around me." Blake added with a scowl remembering the ninja comment yesterday.

"Maybe if you weren't trying to go all ninja on us, we wouldn't have to restrain you. And like I said earlier, if you try to take my watch again I'll have the both of you locked up for attempted murder and theft." Ben retorted sarcastically as he Rex appeared behind the girls.

"Attempted murder and theft...? Ben, aren't you being a little overdramatic?" Ruby asked while being interested of how many forms he can transform into (hoping he has form that can make the best chocolate chip cookies) and his partner who can generate weapons with his body.

"Nope! If I transform without this, I could die. Not to mention it also helps me regulate my energy so that I got so much power built up I'm basically a walking bomb." Ben lied making the two girls look down in shame.

"Say, I've been wondering... How long have you been able to transform like that and what's his story?" Yang asked as she too was interested of both of the boys powers that she never seen before in her entire life.

"My story? I don't remember much about it. I don't even know if I have any other family besides my brother. From what little I know, I was illegally experimented on as a child 6 years ago giving me my powers." Rex lied sticking to the cover story they came up with after taking a drink.

"What is it like to build all of those weapons? What's all the weapons you can build? Can you make a Scythe?" Ruby asked in quick succession.

"Honestly, it just feels natural like eating, some times I get "blue prints" so to speak, and no I can't make a Scythe but I can make a pair of axes." Rex answered but immediately regretted it after seeing the stars in her silver eyes and seeing her get so close in his face.

"Show me!" She demanded scaring him for a moment.

"They're a pair of large blue axes with energized blades. "I call these the BadAxes. I created these a few months ago." Rex stated as he commanded the Omega-1 Nanite to build his twin energerized axe blades, Swinging them around carefully as he managed to not hit anyone before turning his hands back to normal.

"That is so cool! I wish I could do that." Ruby exclaimed thinking about turning her body into a weapon.

"But how do you make those weapons? I don't think you can just create them from your own flesh, 'cause they look like they're made of metal." Blake pointed out.

"They are made of metal. You see, in my body there are these microscopic machines called Nanites. They're the builders and I'm the director." Rex explained half-truthfully.

"OK, But who was the one who built these "Nanites" and who is the person that he or she experimented on you?" Weiss asked suspiciously, trying to gather information from the two boys.

"To be honest, I have no idea and I don't remember." Rex lied before getting up and leaving.

"Today has been a long day. I think that we should go to bed." Rex added, dragging Ben back to their dorm as he wanted to get some sleep.


Omake: Cooking with Ben 10

"Ok, Ozpin thinks that hunters need to know how to cook so here we are." Ben stated wearing an Ultimatrix Green apron with Anodite pink and purple hearts.

"You may be able to cook, but no one can make Pancakes better than Ren!" Nora replied wearing a pink apron with her emblem.

"Yeah! No one makes better cookies than Yang!." Ruby added wearing a red apron and a chef's hat.

"Well I am about to prove both of you wrong! Though to be honor except there was suppose to be more people than the three of us." Ben said and true to his words there was only the three of them.

"Blake says that she's coming. It's just that she'll just be a little late." Ruby said to the shapeshifter.

"Alright then. Now there are many different ways to make pancakes and cookies, but I'm gonna show you a new way. But first, we need to brainstorm a idea." Ben punned as he was engulfed in the familiar green flash as Ruby and Nora covered their eyes.

When the light died down in Ben's place was an orange alien that has a crab-like appearance with green eyes, pincers for hands and six legs. It can open its orange skull plates at will to reveal its brain, which is pink in color. It wears a neck brace with the Ultimatrix symbol on it to help it hold up its head. This alien is a Cerebrocrustacean, that Ben nicknamed Brainstorm. This is one of Ben's smartest aliens other than his Galvan form, Grey Matter. However, the only difference between the two is their intelligence if according to Azmuth, a Cerebrocrustacean's IQ is 10^30 or 1 nonillion. While a Galvan's IQ is way more higher than a Cerebrocrustacean.

"Now the best way to make your perfect afternoon snack and your favorite breakfast requirement is that we must first figure out the most adequate blend of nourishment and flavor to complete this perfect meal so you may have your daily requirement of wheat and sugar." Brainstorm spoke in a british accent and intelligent tone, drawing confuse looks from the scythe and hammer wielding girl with his big words.

"OK, can you say that again, but in English please?" Nora asked her friend not understanding his use of words in that form he's in right now.

"Oh, sorry! I forgot I'm not dealing with those of higher intelligence. In layman's terms we must make it good for you and to taste good." Brainstorm explained simply drawing "o's" Of understanding from two girls.

"Hey, sorry I am late. Professor Goodwitch asked me to stay behind for something and-." Blake said coming into the room, but stopped mid sentence once she saw what was in front of her as her Cat Faunus instincts kicked in and took over.

In front of her was the biggest orange crab she has ever seen with pinchers as wide as a fridge, a huge head with that no doubt its brain was big enough to feed an entire family, and 6 Long crab legs just the perfect size for eating.

Brainstorm started to feel nervous under the hungry gaze of the Cat Fannus since a Cat loves to eat Fish.

"Blake, you know it's still me right?" The Cerebrocrustacean asked backing up away from former White Fang terrorist slowly in fear, before running out the other door with a hungry Blake Belladonna on his tail.

"Don't run! I just want to eat you!" Blake shouted with stars trying to catch up with her prey.

"That doesn't make me feel any better!" Brainstorm shouted in reply, running awfully fast on his six crab-like legs trying to get away from the Cat Faunus

"I'm having crab legs tonight!" Blake shouted turning around the corner, almost catching up to the crab-like alien.

Thinking fast, Brainstorm quickly jumped into the nearest room, which just so happened to be Glynda Goodwitch's room.

"Quick hide me!" Brainstorm shouted interrupting his teacher's class.

"Mister Tennyson, what in Monty Oum do you think you're doing?" Glynda asked annoyed that someone would interrupt her class.

"No time to explain! Just please help me barricade the door!" Brainstorm shouted using his electrical telekinesis to move the desk in front of the door along with some chairs from a few students.

But it was not enough as our black colored, Cat Faunus heroine, broke through the door with a hungry look on her face.

"Here's Blake!" the Cat Faunus of Team RWBY shouted, using an Axe in one hand and a large stick of butter in the other to make a hole big enough to show her face With a crazed look to make Zombozo sane.

Ben knew that the end was near and he would die a painful death in the most horrible way possible.

Just before Blake could even lay a hand on her seafood themed prey, Goodwitch stepped in to save her teacher assistant with her riding crop.

"Can't you just change to something else?" Glynda asked angrily that not only that the two of them interrupted her class, but they also ignored her.

A sheepish look appeared on the Cerebrocrustaceans face as a look of horror appeared on the Cat Faunus.

With a grin that would drive the Circus Freaks back to insanity, Ben was quickly engulfed in a emerald green light, forcing Goodwitch, the students in her class, and Blake to cover their eyes.

When the light died down, everyone looked at where Ben was standing as in his place was a humanoid toad-like alien with swampy-green skin, tanned stomach and muzzles, black digits and black-green spots on his tail, limbs, hips on his back. Its eyes are now sharper and green. It also has two, long, black whisker like lines reaching its mouth. Its teeth are aligned with visibly sharp canine teeth as Its tail is short and straightened, as opposed to a curled tail. Also, claws were attached to its hands through finger stubs. Finally it wore the Ultimatrix symbol on its stomach.

This is one of Ben's big eater aliens, Murk Upchuck, a Murk Gourmand from the planet Peptos XI. Ben has actually two different Upchucks forms since their are actually two out of the three sub-species of the Gourmands in the Ultimatrix. A Perk Gourmand or Perk Upchuck that Ben used when he was ten and a Murk Gourmand or Murk Upchuck that he he unlocked when he was 15.

Both of these aliens are big eaters and Ben nicknamed them both Upchuck is because both Gourmands have the ability to virtually eat anything organic and inorganic substances. Once they swallowed it whole with their 4 long, adhesive tongues, they spit it back out with deadly force as they vomit glowing spheres of acid that explode upon contact with considerable destructive power.

Finally, the only main difference between Ben's two Upchuck forms is their mindsets. Perk Upchuck or Perk Gourmands are considered more thought-oriented and defense-minded, while Murk Upchuck or Murk Gourmands are considered to be more action-oriented and attack-minded.

Once Ben transformed into one of his big eaters, Blake knew that Karma was biting her in the booty as her prey was now hunting her.

"Let's see how you like it!" Murk Upchuck shouted opening his mouth to reveal a very long tongue, swallowing part of the door and making Blake was terribly frightened by the Murk Gourmand's tongue and ran away as fast as she could from the Ultimatrix-bearer.

"Don't go I just want to eat you." The Murk Gourmand playfully shouted, giving chase to the former terrorist of the White Fang.


BGM - Phoenix Wright ~ Objection! Theme 2016 - Phoenix Wright: Ace Attorney: Spirit of Justice (2016)

Ben Tennyson: Hi, I'm Ben Tennyson. Right, well, clearly after my first day of school... You know what, Let's just get everything down! After me and Rex made it to class on time and being late, we volunteered in our first class here in Beacon, Grimm Studies with Professor Port. The guy may tell boring stories, but we managed to defeat our first Grimm in class. However, Ice Queen decided to insult her own leader, hurting her feelings about how she isn't meant to be leader, me and Rex went to talk with them etc, etc. Next, we were followed by a familiar Cat Faunus and now a certain Ice Queen as they were both stalking us and trying to expose us by breaking into our freaking dorm room. Me and Rex managed to tell a lie as they certainly bought the fake story for now... But, however, after arriving in Ozpin's office and talking about the currency here and exchange rate in Remnant, along with receiving our own credit card and banking information were going to have our own homemade diamond mine courtesy of Diamondhead. Right, well, clearly it's time for us to get to work on our goal.

Next time on RWBY: Ultimate Alien...

Jaunedice + Generator 10

Rex Salazar: "I have an idea. If we win, you two have to do something for us."

Blake Belladonna: "And... What do we get if we win?"

Ben Tennyson: "If you and Ice Queen win, we'll answer any of your questions."

Weiss Schnee: "Agreed. When we win, you two will tell us the source of your powers."


Toy2711: Well everyone, here you go the 11th issue of RWBY: Ultimate Alien. Now I decided that me and my co-writer, Darth Sparta, decided to start an Oake series as we hope you'll enjoy them. Now I hope you'll understand why we're having Ben and Rex going to be starting their official dates with Ruby and Yang, because were going to have their first dates in Volume 1. And of course a very special filler chapter before the Volume 1 episode, "The Stray", as a very adorable baby is going to be making a permanent guest appearance. So, no spoilers! Anyway, tune in next time for Issue 12 where Ben and Rex's appearance can alter the events of the RWBY Volume 1 episode: Jaunedice! Au Revoir!