A/N: How's it goin' everyone? New chapter time once again, but before we get started, I just wanted to let you guys know about something incase you missed it. I gave the last chapter a bit of an update concerning why the Omnitrix didn't scan any Faunus throughout this whole story, and I think the new explanation works a lot better. You can find more details in the update section of the author's note in the last chapter, but for now, I think we should get underway with the big fight! After all…

This generation, with fire in our eyes,

Strong are the ties that bind us, we don't need no alibis!

Chapter 112: Nothing's Gonna Stand In Our Way

…..

"Land the helicopter!" Lisa Lavender shouted from the back of the aircraft.

"WHAT?!" The pilot shouted, whipping his head around while wondering if the news anchor was truly serious. "You expect me to land in the middle of all THAT?!" When her expression didn't change, the pilot sighed and shook his head. "Lisa, what the hell has gotten into you?! I've never seen you this invested in something in your whole career! Why are you suddenly so into this?"

Without hesitating, Lisa gave her answer; "Because this is a world-changing story, Mike. One that will change the course of history as we know it." She craned her head back through the open doorway, seeing that the rest of the teens had returned and were facing off against the massive mutants down below. "And no matter what, I want to get the facts of what's going on. The fact that these… these kids are the ones primarily facing off against such an evil force is something to be commended, and I'm going to make sure that the world sees that."

The pilot, Mike shifted his eyes from her over to Gregory, hoping to find some support in the other only sane person there. However, the camera man just gave a shrug. "My friend, I've learned that there's no arguing with her at this point. Just do what she says, okay? It'll be easier on all of us if ya do."

Mike sighed again in defeat. "Listen, as much as I respect WHY you want to do this, I still think it'd be a mistake to land the copter on the ground, especially with so many Grimm still down there."

"Then land on one of the rooftops." Lisa suggested. "…One that's preferably away from the Grimmungousaur, thank you." Mike let out a groan and murmured something under his breath before complying with her orders, setting the helicopter down steadily on one of the nearby roofs. Said roof fortunately had a good vantage point of the battle below, allowing Lisa and Greg to set their camera's sights on it. "Alright, are we rolling?"

"We haven't stopped!" Greg exclaimed.

"That's JUST what I wanted to hear." Lisa smiled before facing the camera once more. "Hello world, this is Lisa Lavender on the scene of the ongoing attack in the city of Vale. While half of the attacking villains seem to have taken their ship up towards Beacon, it seems the other half have the unfortunate privilege of facing off with the returning young heroes and hunters from earlier!" She had Greg aim the camera down to the boy in the green jacket, who seemed to have just handed off something to the armored hero. "And as you can see, the young man who transformed into the giant dog creature is back once again! The question is, what WILL he do nex—"

"Alright, BRING IT ON!" Lisa was suddenly jostled out of her commentary when the young man suddenly belted out his challenge to the animalistic villains, charging at them head on much to the dismay of his friends.

Lisa deadpanned at this sudden move. "…Alright, I can certainly say that I wasn't expecting THAT, but—" BLAM! A loud explosion suddenly sounded off as all of the villain's attacks hit the young man all at once, hitting him while creating a huge cloud of dust in the meanwhile. Down below, he could hear the group call out what she assumed was his name and decided to roll with it. "I… to everyone at home… I think the young hero known only as "Ben" has…" FLASH! Just as she was about to finish, a green light suddenly shined out from the dust… which soon cleared away as an electric guitar began ringing through the whole area from the armored hero.

From the dust, a huge anthropomorphic tiger suddenly emerged, decked out in black and green… wrestling gear? And he was also striking multiple poses with his arms while moving around to the beat. Whether it was flexing one arm while holding the other out straight, flexing both arms upward, downward, or even out to the side, his poses were many. He also appeared to have an intense fire in his emerald green eyes as he took off his sunglasses and feathery boas, pointing at the villains while shouting at the top of his lungs.

"WELL LET ME TELL YA SOMETHIN', BROTHER! RATHAMANIA IS ABOUT TO RUN WILD AGAIN!" He flexed his arms as nearly everyone behind him began getting hyped up. "SO WHATCHA GONNA DO WHEN RATH RUNS WILD ON YOU?!"

As the heroes and hunters behind the large tiger cheered for him, Lisa spotted the familiar symbol of the creature's large belt, recognizing it as the same one from the chest of the giant dog she had seen earlier. She gasped in excitement and whipped back around to the camera. "My mistake, loyal viewers! The boy seems to have survived and he has transformed into yet ANOTHER form! I don't know HOW this is possible, but I promise you, I WILL find out!" Lisa then noticed the rocking tune in the background and put her microphone out over the edge. "And listen to this!"

I feel strong about right and wrong!

And I don't take trouble for very long!

I've got somethin' deep inside of me…

Courage is the thing that keeps us free!

Lisa pulled the microphone back, bringing it up to her face. "I hope you could hear that, because those are some VERY fitting lyrics for what's going on right now!" She pointed toward the giant tiger man, who had gone back to dancing and posing around. "That young man, or tiger or dog or whatever he is, he's fighting for OUR freedom from these oppressing villains! I don't know about all of you, but THIS reporter knows that she is firmly in his corner!" She whipped back around and peered back down to the battle. "Now let's watch what happens!"

…..

I am a Real American!

Fight for the rights of every man!

I am a Real American!

Fight for what's right, fight for your life!

Back down on the ground, Rath had gone back to grooving to the song, performing a bit of air guitar after the second verse ended. Many of the teens behind him were cheering him on, with Nora and Yang in particular getting REALLY into it. The Blonde Brawler was making poses similar to what her boyfriend had done earlier while the Pink Dynamo used her hammer as her OWN guitar, headbanging to the song all the while. A lot of the adults and the villains, on the other hand, were still processing what was happening. And others, like Sienna and Qrow in particular, just seemed to just be irked by the Appoplexian's show boating. "…I am annoyed." Sienna stated.

"Join the fuckin' club, sister." Qrow grimaced as he took out his flask, only to stop and put it back. "Usually I'd take a drink to offset the crazy, but I JUST promised to stop."

"Too bad. I could use a stiff one right about now." Sienna mumbled.

As the two talked, the cheers continued as Rath began waving to Cooper, swiping his hand in the armored genius' direction. "COOPER! CUT MY MUSIC!" he requested, to which Cooper immediately complied. Rath smiled and placed his hands on his hips, directing his gaze down toward Teams RWBY, JNPR and SN. "So, whaddya think, guys?! Like the new threads?!"

"To say the LEAST!" Yang exclaimed while patting the alien's chest. "Nice duds, Green Boy! Where in the heck did you even come UP with this idea?"

Weiss jabbed a thumb over to the feathery boas that were now littered on the ground, as well as the sunglasses not too far away. "And what about the weird accessories? Do they disappear when you transform back, or…"

"Nah, they just stay there!" Rath answered. "But the best part is… Rath gets more when he changes back! AHAHA!" He put his thumb toward his chest. "As for where Rath came up with the idea for this outfit… well, let's just say that Rath's a BIG wrestling fan, and that doesn't just go for when he's around!"

Ruby raised a confused eyebrow and scratched her head. "So… you're saying that Ben Tennyson is a wrestling fan?"

"EXACTLY!" Rath shouted. "And when Rath brings you guys back to his world, he's gonna show you where he got the idea his clothes! But for now…" He craned his head over to his cousin and pointed at her. "LEMME TELL YA SOMETHIN', GWEN TENNYSON, YOU HAD BETTER GET EVERYONE YOU CAN UP TO BEACON. THINGS MIGHT GET HAIRY UP THERE SOON, AND THE OTHERS ARE GONNA NEED ALL THE BACK UP THEY CAN GET!"

"He's right." Glynda and Ironwood stepped forward, the former concentrating onto the Anodite as well. "If we don't get up there in time, then we run the risk of the students being overwhelmed by Cinder and her team. …Plus, we've already made good progress on rebuilding, so the LAST thing I want is the school to suffer more damages."

Gwen nodded to her and gave a thumbs up. "Right." She moved her sights to Kevin and gave him a smile. "You coming?"

"Like I'd let you go without me." Kevin smirked.

"Count us in, too." Cooper spoke up as he, Coco and the rest of Team CFVY volunteered. "If we're talking more Grimm coming in up there, then you're gonna need our firepower to take care of them."

Coco wore a toothy grin as she nudged her head to Velvet. "Besides, Swift said that Vel's boyfriend was worried about her, so we should check in on 'em!"

"ONE!" Velvet shouted, pointing up a single finger with a mad blush. "We went on ONE date! That doesn't make anything official yet!"

However, Swift grinned and gave Velvet a wink. "Aw, c'mon, Vel. He certainly gave off "concerned boyfriend" vibes to me." Velvet lowered her head, her ears sagging a bit to hide her face as Swift gave out a hearty laugh. "Haha! Oh please, girl, I'm just messing with you." She directed her attention to Ilia, giving the chameleon girl a smile. "So, you wanna head back up to Beacon with me? I'm thinking the others have the Grimm and baddies covered here."

Ilia smiled and nodded to her friend. "Sure, besides… I'd imagine that Tetrax would want you back at the ship when all this is said and done." The Aerophibian pursed her lips in frustration at that. "Hey, don't give me that look, you're technically already breaking your parole."

Swift sighed and waved her hand at Ilia. "Yeah, yeah, I get ya, Freckles." Under her breath, she murmured; "You're cute as hell, but ya gotta learn to loosen up a bit."

"What was that?"

Swift's cheeks turned pink and she backtracked. "N-Nothing! Nothing! Hey, c'mon, let's go!"

"I'll join as well." Sienna said while giving Rath an angry glare. "The further I am away from HIM, the better."

"LEMME TELL YA SOMETHIN', SIENNA KHAN! RATH WAS COURTEOUS ENOUGH TO GIVE YOU A HEADS UP!" Rath insisted. "SO DON'T SAY THAT HE DIDN'T WARN YOU!"

A light grumble escaped Sienna's throat as she marched over to Gwen. Not far from her, Ghira and Kali both set their eyes upon Blake. "We should head up as well." Ghira told his daughter. "I'd imagine that they could use all the help they can get."

Blake was eager to jump at this chance. "O-Okay, then I'll come with you—"

"Blake, sweetheart." Kali smiled, setting her hand on her daughter's hand. "You and I both know that you want to stay here with your team… am I right?" Blake glanced away sheepishly, which was all the answer Kali needed. She brought her daughter in for a hug, running her hand through her hair. "Hehe, don't worry, honey. We'll be fine. We've handled ourselves for half an hour without you all here, we can go for longer if we need to."

The cat girl sighed, lowering her head in compliance. "Alright, mom. But you and dad be careful, alright?" She pointed up to her father's bleeding shoulder. "I don't wanna see any more injuries like THAT or worse."

"Oh! That reminds me!" Jaune suddenly piped up before moving over to Ghira, his Semblance surging to life in his hand. "I think I can help out with that wound, Mr. Belladonna…" The large panther man complied and offered his arm, which Jaune settled his hand on. In no time, the four deep scratches were all healed up, the only evidence of them being there being the blood in the four tears of Ghira's coat. "There we go, all fixed!"

Ghira wore a surprised face at the action. "Hah, well I'll be. Thank you very much, Jaune." He then smiled back to his daughter and gave her a nod, giving her hand a brief squeeze. "We'll see you again soon, sweetheart."

"Sure thing, dad." Blake grinned back as her parents made their way over to Gwen. She gave her friend a wink and pointed at her. "Make sure you guys don't get into too much trouble, okay?"

"That's a promise that I'll try to keep… though I can't make any guarantees." Gwen shrugged. "But I'll certainly try my best." After receiving one last nod from Blake, Gwen created a huge pink dome over her squad and, after chanting the same spell as before, teleported them all up to Beacon, leaving the main team as well as Winter and the Branwen Twins behind… along with a certain bandit girl.

Raven shifted her eyes over to her protégé with a smirk. "I'm surprised that you didn't want to go with them, Vernal."

"Heh, you kiddin'?" Vernal chuckled as she readied her Ver Laminae again. "I've still got a bone to pick with those mutants—"

"AHEM!" The whole group turned back around to see the villains standing impatiently behind them. Skull had his arms crossed in annoyance, Hog was glaring at them with his hands on his hip, Subdora tapped her foot, Silyrian was squirming in anticipation, and Leonidas… was standing as still as a statue. "Glad to hear ya still remember that we're here!" Exo-Skull snapped. "Seriously, did you just forget about us or somethin'?!"

Raven shot them a quick glare. "Oh, no. We were just hoping that little show that Ben put on was enough to distract you for a while before we cut to the chase."

Hog opened his mouth and raised a finger up… but quickly found that the Spring Maiden was right. "Damn, she has a good point."

"Well, no matter!" Subdora said with a swipe of her hand, taking aim with her laser pistol all the while. "We will still bring punishment unto you for interfering yet again with our plans!"

"LEMME TELL YA SOMETHIN', SUBDORA!" Rath shouted while pointing at her. "IF THERE'S ANYONE INTERFERING AROUND HERE, IT'S ALL OF YOU! AND… huh?" Rath blinked when he noticed, in the corner of his eye, Leonidas was glaring at him, the lion mutant's teeth bared and ready to be used at a moment's notice. Rath's gaze narrowed, boring into Leonidas' blank white ones. "What's your deal, Lion-man? YOU WANNA GO A ROUND WITH RATH?!" Leonidas roared back in challenge, to which Rath gave a toothy smirk. "Oh… that's JUST the kinda answer that RATH wants to HEAR!"

However, Sun and Neptune quickly had some objections to that. "W-Wait, Ben! I don't think that's such a good idea." the monkey boy implored. "Lionheart… I-I mean, Leonidas, is like, CRAZY strong. He took pretty much every attack that Neptune and I threw at him AND more."

"Yeah, and his armor is both fire AND lightning proof." Neptune added. "And with Stalwart, he's got a whole BUNCH of Dust attacks that he can dish out at you! He's bound to cream you if you're not careful!"

Rath, however, kept his eyes forward and his lips moved up into a snarl, responding to the boys without taking his sights off of Leonidas. "All VERY excellent points, guys. But there's one thing you didn't remember…" Jutting out his neck with all the force he had, Rath hollered at his future opponent; "RATH DOESN'T SAY NO TO A GOOD FIGHT WHEN HE SEES ONE! RATH IS HIGH UP ON TOP OF A MOUNTAIN…" He pointed right at Leonidas again. "AND HE'S WAITING UP THERE FOR YOU, LEONIDAS, THE MUTANT FORMALLY KNOWN AS LIONHEART!"

Behind the Appoplexian, the teens were beginning to question if this had really been a good idea or not. "New clothes or not… Rath is still VERY much Rath." Pyrrha commented.

"You have to admit, though, he's a lot more focused than he usually is." Ren noticed.

"Yeah! And he's a whole lot more pumped up, too!" Nora laughed with an eager smile as she watched the two opponents begin to square off. "He's hyped this up like a wrestling match, and by god, I think we're gonna get a wrestling match! This is gonna be off the WALL!"

Jaune put a hand to Nora's shoulder, stopping her from bouncing in place. "Right, but remember, we've still got our own problems to deal with…" He pointed his sword over toward the other end of the street. "Take a look."

The teens all did an about face to see the Grimm starting to come back, and leading them was none other than one last Griffon. The beast let out a screeching roar at the group as the horde continued forward, ready to engage their human enemies. "Ugh, right." Weiss said with an eyeroll. "They're back, too."

"Don't be so quick to complain, little sister." Winter chastised while taking a combat position. "Remember; they may have the superior numbers, but so long as we work together, we can take them all down." The military specialist glanced back, narrowing her eyes at Qrow. "So long as SOME people remember to stay out of the way."

Qrow smirked and leaned over toward his sister. "I think she secretly digs me."

"I DO NOT!" Winter shouted vehemently, making all of the Grimm quicken their pace toward them. "…Oops." Winter muttered.

Ruby pulled out Crescent Rose while Blake and Weiss unsheathed their own weapons, along with Team JNPR doing the same. "Alright, guys, this is it! I hope everyone's ready!"

"We are, Ruby." Blake assured with a determined face. "Let's make this one count!"

Rex activated his Boogie Pack and his BFS, his eyes focused on the Griffon at first before smirking over to Weiss. "You ready for this, Ice Princess?"

"Pfft, of course." Weiss scoffed matter-of-factually before bringing forth a Summonging Glyph, bringing forth her Queen Lancer in a split second. "Let's get this done, shall we?"

As their group readied to confront the Grimm, Yang stepped up next to Rath and activated her Ember Celica, facing off against Thunderhog and Exo-Skull. "I hope you boys are ready!" The Blonde Brawler began bouncing back and forth on the balls of her feet, ready to start the fight. "Because lemme tell ya, you're NOT getting off as easy as you did in all of the LAST times we've fought you."

Exo-Skull popped a few neck muscles and let out a chortle. "Haha! Feisty little girl, ain't ya? Granted, ya beat us before…" He went down onto all fours and padded the ground with his hand, preparing himself to charge. "But we're riding a pretty good destruction high right now, so we ain't about to let YOU off easy either!"

"I heard that!" Hog said as he readied his chain mace. "Besides, it's two on one, so if anything, YOU'RE outmatched here."

But it was then that Vernal entered the picture, the lady bandit stepping up next to Yang. "Really? Because from my perspective, things seem pretty even to me." Vernal sent a grin over to Yang, who returned it immediately. "Whaddya say, blondie? Wanna tag team with me?"

Yang offered a fist bump, which Vernal returned immediately. "You know it! Let's go!"

As the two ladies faced off with the duo, the Branwen Twins found themselves face to face with Subdora and Silyrian, the two glaring at them from across the way. Qrow found himself across from the Merlinisapien while Raven was facing off with the scorpion mutant, an odd sense of déjà vu coming to the Spring Maiden. "Wait, I feel like I've been here before. Have we been here before?"

"Yes!" Silyrian clicked as a growl escaped his throat. "It's time for you to pay recompense for what you did to my FIRST tail, Raven!"

Raven snapped her fingers in realization. "Ah, yes! A few days ago when I made you scamper away like a little bitch!" Silyrian let out another growl at that, followed by a manic yell as he suddenly lunged right at Raven. However, the tribe leader quickly activated her Maiden powers and shot a fire ball out of her hand, hitting Silyrian square in the chest and taking him by surprise. "Hmph, child's play." Raven quickly shot Omen out of its sheath and leapt forward, grabbing the blade before engaging the scorpion once again.

Subdora, meanwhile, sauntered up toward Qrow, giving the man a rather sultry face. "Promise to try and go easy on me, vecchio uomo?"

All of a sudden, the clattering of metal suddenly took Subdora by surprise, followed immediately by her tripping head over heels without any prior warning. The Merlinisapien hit the ground and groaned, her eyes moving up to see that Qrow had, with incredible speed and accuracy, shifted his weapon, Harbinger, into its scythe mode and used it to trip her up. The man wore a bit of a smirk as she scowled up at him. "Honestly, lady, I have NO idea what the fuck you just said… but I ain't goin' easy on ya, that's fer sure."

As Leonidas began approaching Rath at breakneck speed and the Griffon closed in on Rex and Weiss, the EVO couldn't help but glance over to the Appoplexian over his shoulder, giving him a smirk. "Hey Ben! One question before we get this started!" He pointed at him and yelled; "YES or NO?! Will you or will you NOT fight Leonidas in this street for the fate of Vale itself?! YES OR NO?!"

With a burning intensity in his eyes, Rath raised a powerful fist and roared out his answer; "YYEEEEEEEEESSS!" before lunging right at Leonidas, the two big cats beginning their rumble in the street.

…..

Meanwhile, back up at Beacon Academy, all of the students were gathered out front next to the Resolute, their sights directed up toward the approaching Mistralian airship. The massive aircraft was closing in quite fast, and the students knew that whoever was on there likely didn't have the best intentions for them. The ship banked to the left, allowing its port side to face the students as the hull began to open, revealing Cinder, Rojo, Emerald, Mercury and Neo all ready to engage. Rojo took up the microphone again and spoke out to the students via the speakers on the ship. "HELLO BEACON! Good to see you all came out to greet us personally!" She wore a sinister grin as she said the next part; "It'll make it a WHOLE lot easier to gut all you brats at once!"

Out in front of the students, Professors Oobleck and Port stood with their respective weapons ready, the later scoffing at the bounty hunter's words. "Bah! This is SUCH an unorthodox display!"

"Indeed." Oobleck agreed as he watched the five villains jump down from the airship, landing side-by-side before striding forward. "However, that isn't our only problem, unfortunately…" He shifted his gaze toward the Emerald Forest… where again, many Grimm were starting to work their way toward the school. "You would think that after all this time, we'd have gotten the Grimm population whittled down there by now."

"What can I say? The dog with the steel teeth slowed our progress." Port said with a shake of his head. "And now, we yet again have a fight coming from both directions…"

Behind them, Team CRDL brought up their own weapons, with Cardin speaking up for all of them. "Don't worry, prof, we'll get through all of this." He tightened his grip on his mace and raised it up. "We pulled it off before, so I'm pretty sure we can do it again!"

Across the way, Cinder gave a sinister chuckle as flames began to dance in her hands. "Did you hear that? He thinks some simple students can beat all of us."

"They may have higher numbers," Emerald commented, "but when it comes to skill, we've pretty much got everyone here beat."

"The teachers are the biggest threat." Mercury smirked. "And even then, they're probably not even the BEST huntsmen this school has to offer." Next to him, Neo popped open her umbrella and crossed her legs, opening her mouth and waving her hand in front of it to mimic a yawn. "Psh, yeah, Neo. A total snore." Mercury slammed his fist into his palm. "This should be a piece of—" FLASH! "Huh?!"

"What the?!" Rojo exclaimed as a bright pink flash illuminated the area, causing all of the Grimm to stop just a few yards away from the school. When her vision cleared, Rojo's face fell when she saw the LAST thing she wanted to see. "Oh, you've gotta be shitting me."

Cinder's lips curled up into a snarl at the sight of one redhead in particular; "Tennyson!" Indeed, it was Gwen Tennyson, along with Kevin, Team CFVY and many more reinforcements. "Tyrian said that you were dead!"

Across the way, Gwen gave Cinder a small smirk. "A bit of a preemptive call, Cinder." Gwen replied. "Honestly not surprised given how mad that man is. But you know, I've heard my last name used to refer to my cousin all the time, that it's kind of weird hearing someone else use it for me." As the others around Gwen began to fan out next to her, she placed a hand on her hip and continued teasing Cinder. "Maybe it'd be better if we were on a first name basis. Feel free to call me Gwen, Gwendolyn or even Gwenny if you wanna be condescending about it… though I'll warn you that there IS another girl who uses that last one."

"GRAAAAH!" All at once, Cinder sent out a huge stream of fire out at the Anodite and the team she came with, threatening to engulf them all.

"Hm, yeah, that's about the response I expected." Gwen shrugged before extending her hands. "Contigo!" With her magical chant, Gwen created a large barrier in front of her and the rest of her squad, rendering the flames harmless. Once Cinder had to take a breather, Gwen brought down the shield and crossed her arms. "Sorry, Miss Maiden, but I'm not about to let you get that relic. You wanna get to it?" She gestured to her friends and allies around her. "You're gonna have to go through all of us."

Cinder growled and was about to ready another attack, only for Rojo to take a hold of her wrist. "Cindy, don't let her get to ya." Rojo soothed, keeping her voice as low as possible. "She's just trying to get under your skin because she KNOWS how much you hate her." She moved her grip to Cinder's hand and gave it a small squeeze. "Now, follow me, okay? Deep breath in…" Cinder did as she was told. "…And breath out."

The Fall Maiden let go of her breath and nodded slightly to her partner, giving a thankful grin. "Thank you, Rojo, I needed that." She focused back onto Gwen and the others as she saw Ironwood, Goodwitch, the Belladonnas, Sienna and Team CFVY make their way over toward the group of teachers and students, leaving Gwen, Kevin, Cooper, Ilia and Swift to face off with them. As that was going on, the Grimm had continued their charge, closing in on the school all the while. "Hmm, it seems the adults and upperclassmen are more focused on keeping the school safe…"

"Yeah, that IS kinda odd." Emerald noticed before nudging her head at the five across the way. "HEY! What's you're guy's deal, huh? Not gonna try and overwhelm us with your higher numbers?"

Kevin shook his head as he absorbed the pavements beneath him, taking out a Dust crystal from his pocket. "Nah, we just figured that we'd be able to take you guys out by ourselves."

"Ah… confidence…" Cinder smiled and nodded before a scowl came to her face. "A fool's substitute for skill and intelligence."

"Yeah, yeah, keep the insults comin'." The Osmosian retorted before going to absorb the Dust… only to see that it was orange in color. "Uh… no thanks. Goodwitch will flip if I—"

"Kevin, wait." Ilia held out a hand to stop him from putting the crystal away. "That's dark orange Dust, meaning that it's Earth Dust. Explosive dust is bright orange."

"Ah… well, in that case!" Kevin absorbed the Earth Dust and slammed his hands together, his eyes shifting into a Dark Orange. "Let's go then!"

Mercury cracked his knuckles as he strode forward to meet Kevin's challenge. "Fine by me! Let's do this!"

Emerald took out Thief's Respite and nudged her head toward Swift. "I'll take on the troublemaker." Beside her, Neo pointed over to Ilia, the chameleon girl approaching rather quickly. "Heh, sounds like a plan, Neo. Let's go!" With that, the duo charged at their respective opponents, meeting each other in the middle of the walkway.

Cinder furrowed her brows as she and Rojo began to approach Gwen, the Anodite standing perfectly still with a smile on her face. Cinder's hands began to crackle with electricity as she and her partner closed in on the redhead. "So, it has finally come to this, has it, Gwendolyn? I have very much looked forward to this day. Lady Salem says that you are quite the competent sorceress… but now, it's time to really put that to the test."

"Sounds nice… but I have other plans." Gwen said as she assumed a combat stance. "You should probably brace yourself."

"You DARE mock me?!" Cinder roared before pointing a finger at Gwen. "Listen here, Gwendolyn, I—" CLANG! GAH!" In the blink of an eye, a flash of silver suddenly flew right at Cinder, ramming the Fall Maiden away as she screamed in anger.

Gwen smirked, relaxing a bit before shrugging toward the spot where Cinder used to be. "I'm listening."

Rojo's head whipped around to where her partner was being taken, calling after her. "CINDY!" She made to go after her, but a huge wall of pink mana suddenly sprang up next to her, stopping her from leaving the battle. A growl was elicited from her throat and she spun back around to Gwen, scowling at her with a death glare. "You did NOT just do that!" Rojo screamed and swung Blood Strike down at the Anodite, who blocked the swing with another mana shield.

"No, but Cooper DID." Gwen emphasized with a smirk. "And I've got a feeling that Cinder's gonna be in for a wild ride."

…..

As the battle between Cinder's group and the heroes got underway, Coco had smirked after witnessing her boyfriend carry off the aforementioned Fall Maiden, much to the young woman's dismay. But the fashionista only smirked as she heard the Maiden's wails of rage get further and further away, the armored genius carrying her off into a nearby wooded area. "Give her a good thrashing, Tech Head." she said to herself before going back to the others, with everyone facing the approaching Grimm horde.

"So, is everyone clear on what we have to do?" General Ironwood asked one last time.

"Indeed." Velvet nodded, her eyes glancing to the horde in disdain. "We defend Beacon and FINALLY put an end to the overpopulation of Grimm in Emerald Forest."

Cardin held his mace with both hands, stepping up eagerly next to the bunny girl. "Count us in on that action!" he exclaimed with his team behind him. "It's time we put an end to ALL of those damned monsters."

"Very good." Glynda commended. "But just be mindful; the buildings are NOT to be wrecked. If you see a Grimm heading to one, do everything in your power to get it away from there."

Sienna gave the headmistress a nod. "Understood." She shifted her eyes over to Ghira and Kali and they gave her a pair of nods as well. "We are ready to go whenever you are."

Right beside Coco, Yatsuhashi and Fox were pulling out their weapons, preparing themselves for the battle ahead. Slinging her handbag over her shoulder, the fashionista adjusted her sunglasses as she stepped up in front of the pack of students, ready to lead the charge. "Heh, alright then. Let's give these bitches one last send-off before we head to Earth!" She pumped her fist forward and hollered; "CHARGE!", eliciting a cheer from all of the students behind her. With everyone brandishing their weapons, they stormed right at the horde of Grimm, meeting the beasts in the middle in one big collision. Almost immediately, black mist began rising from the cluster of monsters and students… the Grimm body count increasing by the second.

….

"Internal repairs complete, sir." VADOS said inside of Cooper's armor. "All thrusters now functional."

"Kind of already guessed that, VADOS, but thank you." The genius replied as he flew through the woods with Cinder still in his grasp. "Now let's keep her as FAR away from Gwen as possible." The blond was holding the Fall Maiden by the base of her neck, his iron grip keeping her from squirming out of his grasp, at least for the time being.

"NO!" Cinder managed to choke out. "I… must have my revenge!"

"A most worthless of causes, in my humble opinion." Cooper commented before purposefully ramming both of them through a couple of trees before slamming Cinder into the forest floor below, the genius landing on his feet as Cinder tumbled in front of him. Once Cinder stopped rolling and Cooper skidded to a halt, the genius lifted up his face plate, taking in a breath of fresh air for a brief pause. "Hah, okay, now that I've got you alone, why don't we try to talk things out like civilized people?"

Cinder staggered to her feet, glaring daggers at Cooper all the while. "Do not… touch me… again." she seethed through her teeth.

"Then don't touch my friend." Cooper shrugged.

"You have no idea who you're dealing with, you cretin." Cinder warned as her eyes began to glow with her maiden powers once again.

Cooper turned to his left, his armor whirring as he inspected the scenery around them. "Uh… Shakespeare in the park?" Cinder's brows furrowed in confusion as Cooper went back to her, gesturing his arms as he asked her; "Doth mother know… you weareth her drapes?" There was a long silence, Cinder staring at the blond in bafflement and disbelief before Cooper tried to explain. "I-I-I'm talking about your dress—"

"I KNOW what you're talking about!" Cinder closed her eyes and clawed her hand, putting it next to her head, resisting the urge to facepalm. "I just CANNOT believe that this is happening right now." She collected herself before glowering at Cooper once again. "This is beyond you, metal man. My powers far exceed that tin can you're wearing, so you might as well just let me go back. Gwendolyn WILL face the wrath of my team, and I will be sure that Ben will be the next to do so after her."

"Yeah, not happening." Cooper lowered his faceplate back into position, the blue visor glaring right back at Cinder. "See, I'm actually a REALLY big fan of my friends living, so I'm afraid I can't let you do that."

Cinder pursed her lips at him as her hands began to glow an ethereal blue with cold mist at her fingertips. "I see… in that case… GRAH!" With a single thrust of her hand, Cinder created a huge wave of ice along the ground, smashing it square into Cooper's chest. The armored genius was thrown back a considerable distance as Cinder let loose her next attack; an icy beam of energy that froze Cooper mid-flight. All at once, Cooper came crashing down and the ice shattered, his head spinning from the unexpected move.

"Ugh… VADOS, how're the systems looking?" Cooper groaned as he attempted to move his arms, feeling quite stiff.

"Suit power at seventy-five percent, mobility at eighty and dropping." VADOS piped up. "Multiple joints quickly freezing."

Cooper sighed as he struggled to get up. "Deploy Fire Dust anti-freezing compound." In a few seconds, Cooper could feel his armor's joints begin to heat up, loosening with each passing second. "Aaah, that feels SO much better." However, his eyes widened as Cinder drew closer, her arms crackling with electricity. "Oh jeez, I think we'll need to accelerate this!"

"Oh please, take your time!" Cinder insisted. "It will make THIS all the sweet—" BLAM! "AGH!" The Fall Maiden was unceremoniously cut off when Cooper pulled out his laser blaster and shot her directly in the stomach, sending her hurtling backward. Cinder performed a midair flip and landed on her feet… only for the sound of the armor's engines to greet her ears. Without so much as a second to react, Cinder was kicked away hard by Cooper, sending her through yet another tree. "AAACK!" Cinder found herself face first in against the ground, her face now covered in grime and dirt.

The armored genius landed, moving his limbs to make sure that they were all unfrozen. "Heh, okay, not bad for someone half-frozen, if I do say so myself."

VADOS made an; "Ahem." sound to get her boss' attention. "Sir, I have been instructed by Coco to remind you to keep the self-praise to a minimum, lest you start acquiring a… "big head" as she put it. I am unsure what human head growth has anything to do with that, but—"

Cooper face palmed and gave out a chuckle. "I'll explain it later, VADOS."

"Oh… this means WAR!" Cinder shot up from the forest floor, her eyes glowing intensely as she thrust her arms up toward the sky. All at once, dark storm clouds began gathering above her and a huge bolt of lightning came crashing down and coursed itself directly into her arms. By the end of it, her entire body was crackling with electricity, and she was glowering right at Cooper.

"Um… sorry?" Cooper said with a shrug. But if anything, this just made Cinder more inclined to attack him… which she did. With an exerting scream, Cinder shot all of the lightning at Cooper, the electricity arcing all across his armor as a result. Surprisingly, however, he seemed to be unscathed by the time Cinder was done, much to the Maiden's confusion…

…That is, until VADOS spoke up again. "Suit power now at four-hundred percent, sir!"

Cinder wore a dumbstruck expression as Cooper smirked underneath his helmet. "How 'bout that? Unibeam!" At that moment, the Hard-Light Dust crystal in the Centurion armor's chest began to glow brilliantly before an intense beam fired off from within it, making impact with Cinder in no time flat.

But Cinder wasn't about to go down that easily. She stuck the landing as her eyes began to glow even brighter, a fiery orange aura beginning to surround her as a fiery blade appeared in her hand. "That does it! I'm through playing this game!" The thrust her legs and flew directly at Cooper, her weapons at the ready.

"Yeah? Well so am I." Cooper activated his thrusters and flew at Cinder as well, the force of his impact sending both of them hurdling further into the woods. The duo ended up in a scuffle as they soared through the air, with Cinder cleaving her super-heated blades through the armor, now able to slice through the metal like butter. However, Cooper also got in some good strikes of his own, punching her in the face for good measure. "Normally I'd be opposed to hitting a woman, but for you, I'll make an acceptation!"

"Gah! Well I have no qualms about hitting you." Cinder said as she took another swing at his armor. "I'll have you out of that tin can in no time!"

"Well, ya might wanna rethink that. Heads up!" All of a sudden, Cinder let out a scream as she felt herself getting slammed into the side of a cliff. She quickly retaliated, though, morphing one of her blades into a hammer that she slammed into the side of Cooper's head, forcing him off of her for just long enough so she could push back.

The two were sent careening back to where they once were, with Cinder landing on her feet while Cooper slid down across the ground. The Fall Maiden strode forward, her weapon shifting back into a blade. "You will PAY for that!" She was about to bring her sword down onto him, but Cooper caught her hand, holding her in place as he got up. He was about to grab her other hand when she instead grabbed HIS arm, her hand heating up to try and melt the metal.

"Huh, well, that's unfortunate." Cooper said before giving Cinder a headbutt… only to be headbutted right back. "Gah! Damn, lady!" He flew at Cinder again and grabbed her by the shoulders, tossing her away to get some distance between her. "How're you able to hit THAT hard?!"

Cinder narrowed her eyes as a slight red mark appeared on her forehead, a slight pain pulsating from it. But she wasn't concerned, she knew it would go away in a few minutes. "Because my Aura allows me to. Add my Maiden abilities on top of that and you get a very dangerous combination. Speaking off…" She flicked her hand and her blade morphed into a large spear, her arm reeling back to throw it. "Take THIS!" She thrust her arm forward and chucked her spear at Cooper… who caught it mere seconds before it stabbed into his face.

The blond could feel the intense heat searing his armor, which made him toss away the spear immediately. "Not a chance, Cinder!" With that, he flew forward again and grabbed Cinder by her collar bone, throwing her away with impressive strength. She sailed back-first into a tree… and then charged right back into battle. "Oh, you've gotta be kidding me." The two began exchanging blows for a few seconds before Cinder was able to get a lucky shot at his side, delivering a strong blow to his back as a follow up.

"Let us see how YOU like being tossed around!" Cinder, with the aid of some of strong wind that she summoned, grabbed Cooper by his neck and threw him up over her head, slamming him into the ground at her feet. She brought forth another fiery obsidian blade as she glowered down at him. "It's over, tin can."

The Fall Maiden thrust her blade down… only to miss when Cooper activated his thrusters again, propelling him forward while tripping her up in the process. "NOT TODAY!" the genius exclaimed before coming back around and smacking Cinder upside the head. "Trust me, lady, I've got enough steam to last me a while!"

Cinder breathed heavily before bringing forth yet another obsidian blade, pointing it at Cooper with her eyes narrowed. "Really? Then let's test that, shall we?"

…..

Back at Beacon, the battle there was well underway as well. As the students, faculty, and the three White Fang members all dealt with the Grimm, the main team and Swift were still engaged with the rest of Cinder's group, and both sides were unwilling to yield to the other. Kevin and Mercury were in the middle of what could only be described as a street fight, both boys throwing punches and kicks at each other at a rapid pace. Whenever he saw an opportunity, Mercury unloaded a shot from his boots… only to fight that it always only sent Kevin sliding back a bit. None of the Dust rounds could puncture his hard stone skin.

"For god's sake, Levin!" Mercury shouted. "Just how tough ARE you!?"

"How tough am I? How TOUGH am I?!" Kevin brought his fist forward and intercepted Mercury's kick, the two locking up for a few seconds as the Osmosian scowled at the silver-haired assassin. "I have a collection of speeding tickets in my glove compartment!"

Mercury snickered at that. "Heh, yeah, so?"

Kevin smirked right back at him. "And I haven't paid a single one."

The young man's eyes widened and he pulled his leg back, only to kick it at Kevin once again. The Osmosian staggered back a bit, but he still stood firm in his place. "Alright, I've gotta admit, that's pretty badass, Levin." Mercury conceded. "But I'm still gonna kick your ass!"

"Dude, c'mon." Kevin said with an eyeroll. "Tennyson and I have butted heads a whole buncha times over the years." He crossed his arms with a sly grin. "You REALLY think that I'm gonna let a guy who only sounds like him beat the shit outta me? I don't think so—"

"GRAAAAH!" All at once, Mercury sent a whole volley of kicks Kevin's way, forcing the Osmosian to cross his arms over his face. The shots made impact and finally sent Kevin flying back, though he was still able to tuck and roll to a stop. "That's IT! I've HAD it with people comparing my voice to Tennyson's! I don't care if I have to KILL that bastard myself, I WILL find a way to get people to stop making that STUPID comparison!"

Kevin merely scoffed. "Psh, yeah, good luck with that, dude. But until then…" He slammed his arms together and the Dust began to glow, with his eyes shifting to a dark orange color. "Why don't we REALLY get this fight started, huh?" With that, Kevin slammed his hands down into the pavement… causing the entire ground beneath him to create a huge wave which slammed directly into Mercury.

The young man was sent hurtling back before he gained control of himself and landed on his feet, surprised by what had just happened. "W-What?! The hell was all THAT about!?"

"Honestly, I couldn't tell ya." Kevin shrugged. "Ilia told me that this was Earth Dust, so I just figured that a good slam on the ground would cause something to happen." He peered down to the pavement beneath him and smirked as an idea formed in his head. "In fact… lemme try something!" He punched his fists down into the earth below him again… only this time, the earth began collecting around HIM. In no time, his arms were double the size the usually were, now completely covered in dirt, rock and bits of pavement. His fists were also massive and formed completely out of the clay from further down in the earth, his arms almost resembling Rex's Smack Hands at that point. "HAHA! Yes! It worked!"

Mercury's jaw dropped at the sight. "W-What the—GAH!" He was cut off when one of Kevin's earthen arms thrust forward and hit him right in the chest, sending him tumbling back across the ground. Mercury quickly regained his footing as well as his composure, rocketing back toward Kevin with a shot from his boots. "Ah, whatever! It doesn't matter what tricks you pull out of your ass! I'm still gonna end you, Levin! And then I'll do the same to Tennyson, too!"

Kevin merely smirked, keeping his new massive arms up in a fighting stance. "Try me."

As that was happening, Ilia and Swift were dealing with their own troubles not too far away. The aforementioned chameleon girl was currently engaged with Neo in close-quarters combat, the multi-colored girl proving to be quite more versatile that she had expected. Ilia's technique with her whip was as on point as ever… however, Neo was still able to avoid many of the strikes she tried to make on her. Whether it be a normal dodge or using one of her shattering illusions to fool her, Ilia just couldn't get in a good hit… and it was aggravating her quickly.

"Why. Won't. You. STAY. STILL?!" she shouted in between her swings and misses. Upon shattering another of Neo's illusions, she suddenly felt a hard strike connect with the small of her back, eliciting a yell from her. "GAH!" She was sent falling, but quickly somersaulted to her feet, seeing that it was Neo who had delivered the kick. At that point, Ilia's face had flushed red with anger… and that was no exaggeration, her skin had literally turned red, her eyes doing the same as her spots and hair became black. "Oh… you are REALLY starting to piss me off!"

"Freckles!" Ilia's eyes darted over to Swift, who was currently bobbing and weaving away from Emerald's gunshots. "As much as I'm flattered about the color combo, you should calm down and think rationally about who you're fighting! She wants to play the avoiding game? Then don't let her!"

Ilia blinked at that statement while Neo seemed to purse her lips at the Aerophibian hybrid, almost as if she was annoyed that her fun was being ruined. "Well… how do I—wait!" She brightened up and her skin changed back to normal, putting away her Lightning Lash as she did so. "Thanks, Swift, I've got it from here!" She raised her fists and gave a determined smile to Neo, ushering her to continue their fight. "You wanna go a couple rounds? Then c'mon! Let's go!"

Neo glanced off to the side and shrugged before opening her umbrella, swinging it at Ilia immediately. However, the chameleon girl was able to jump up and perform a spinning front flip over Neo's head, delivering a hard kick to the heterochromatic girl's face. Neo stumbled a bit before rubbing her jaw, thoroughly annoyed that her little game had been interfered with by the strange flying red girl. She would remember that later.

Swift, meanwhile, chuckled to herself as she saw Ilia land a direct hit to Neo, the two engaging with each other once again afterward. "Heh, go getter Ilia." However, at the sound of metallic clinking and the feeling of cold metal around her ankles, Swift whipped her head down to see that Emerald had shifted Thief's Respite into its kusarigama form, the chained blades wrapped around her feet. "Hmph, way to take advantage of someone who isn't looking." Swift remarked.

"Your own fault, girl." Emerald shrugged. "You know, maybe if you had actually succeeded in the job you were supposed to do a week back, then maybe you'd be on OUR side right now."

"Psh, as if." Swift scoffed with an eyeroll before flying up higher, kicking her legs so that the chains fell off of her ankles. This also caused Emerald to fall down to the pavement, but the green-haired girl easily recovered from that. "I only did the job because the big guy promised me a place to stay. If I had known I'd actually be working for villains, I'd be out of there in a heartbeat."

"Ha, as if Salem would've let you go alive." Emerald laughed. She shifted her weapons into their gun modes and began taking shots at Swift again, though again, she found it hard to keep up with the speedy alien. "Now hold still so I can actually HIT you!"

Swift couldn't help but laugh as she danced through the air, avoiding the shots as if she didn't have a care in the world. "Now why on EARTH would I do that?"

Emerald responded with a smirk. "Ah, but this is Remnant, not Earth."

Swift rolled her eyes before shooting a red laser beam from her tail, Emerald letting out a gasp as it blasted right toward her. The green-haired girl rolled away, allowing the beam to miss. "Don't get sassy with me, Minty Fresh." Swift teased as she landed in front of the girl. "I'm not one for sarcastic remarks… unless they're from me or my friends." Her eyes began to glow brighter as she readied another blast. "Now, why don't we end this before things get too hairy, hm?"

Emerald narrowed her eyes as she stood up, tightening her knuckles around her weapons. But then… a sly grin came to her face. "Agreed." she said simply before, much to Swift's shock, Emerald began multiplying, with numerous copies of herself surrounding the Aerophibian in a complete circle. Emerald's continuous echoing laugh grew more and more with each copy that appeared, taking Swift aback and making her lose her concentration.

"W-What is—GAH!" She felt a hard kick suddenly connect with her midsection, followed up by a sharp slice across her arm. She cried out and hand went to the wound… only to find that nothing was there. The Proto-Tech armor had protected her. She smirked and called out; "Ha! You're gonna have to do better than—AGH!" Without warning, a sharp pain swiped across Swift's cheek, sending her sprawling to the floor. She winced as a few tears of pain escaped her eyes, reaching up to cusp her cheek. She pulled her hand back and sneered at the black substance that now coated it. Aerophibian blood. "Oh, you just made a VERY big mistake—" BLAM! "AUGH!"

Emerald had let off a couple of shots from her weapons, the rounds exploding next to Swift and sending her stumbling back. "AHAHAHA!" The thief's echoing laugh rang out around Swift, making her cover her ears. "What's the matter, Swifty?" Emerald taunted as her voice echoed. "Too much of one thing?" Swift growled and got to her feet, her eyes charging back up for another blast. "Heh, why bother?" Emerald echoed. "You probably wouldn't be able to figure out where I really am!"

"…Wanna bet?" Swift smirked before jumping up into the air and spinning around, letting loose her eyebeams in an instant. She blasted around her in a complete circle, hitting every single one of the Emerald duplicates before finally hitting the real one. With that, Emerald lost her concentration and her illusion was put to a stop, causing Swift to get a minor headache once all of the clones were gone. "Ah… so your special little power ISN'T making clones, it's making hallucinations by messing with people's heads." She quickly darted down at Emerald and grabbed the girl with her feet, making the thief gasp. "Not cool."

As their fight was going on, a certain Anodite and bounty hunter were also going at one another, the two locked in quick paced combat across the field. Rojo had separated Bloodstrike into its two single-edged blade mode, using them to strike hard and mercilessly at the other redhead. Gwen, meanwhile, was working to counter every strike that Rojo made, creating mana shields left and right as her opponent kept destroying them with every swing. Finally, however, Rojo used a feint on Gwen, faking a swing before sweeping at the Anodite's knees, taking her down to the pavement.

"HA! Sorry, Tennyson." Rojo smirked wickedly as she stood over her opponent with both of her swords at the ready. "You probably should've seen that one coming. GRAH!" With an exerting grunt, Rojo stabbed both blades down at the seemingly helpless girl…

"GLADIO!" …But Gwen managed to chant out another spell just in time. From her forearms, two bright pink mana blades suddenly appeared, the weapons forming over her hands as she straightened her fingers out. She crossed her arms above her and blocked Rojo's strike, a determined grin coming to her face all the while. "Sorry, but I kinda did." She swiped her arms up and pushed Rojo back, climbing back up to her feet as she assumed a fighting stance. "Now, how about we see who's REALLY the best at swordplay?"

Rojo furrowed her brows at that. "Psh, it's obviously gonna be me." She belted out another yell and slammed her blades into Gwen's own, pushing the girl back. With that, she began bringing down more successive strikes against Gwen, pushing her back as the Anodite countered them. But still, it WAS Rojo who seemed to have the upper hand. "Sorry, girly, but when it comes down to it, I'm bigger, stronger, AND more skilled at the blade than you are!" Rojo bashed her blades against Gwen's own, drawing her face nearer to her fellow redhead. "Sorry, but this one's all mine."

Gwen gave her a shrug. "Maybe, but can you do this? Eratico!" All of a sudden, the mana blades began to dissipate into several tendrils, all of them wrapping around Rojo in a tight snare.

"AGH! W-What the hell?!" Rojo grit her teeth as she fell to the ground, struggling to free herself from the energy bindings she found herself in. "Hey, no fair!"

"All's fair in love and war, Rojo." Gwen said with a wink. "I think you of all people should know that considering who you surround yourself with."

If possible, that only made Rojo even more frustrated. "You little BITCH!" She began struggling again, managing to bring her arms together underneath the strong bindings and uniting her sword back into its single, dual-edged form. She then reached for the switch on her weapon and it converted into its laser blaster mode, her hand finding the trigger quickly. "I ain't goin' out like this, you hear me!?" She pulled the trigger and blasted through the bindings, finally freeing herself. In the blink of an eye, she shifted Bloodstrike into its full sword mode again and ran straight for Gwen. "I'm gonna make you PAY for that, Tennyson!"

"Again, REALLY appreciate it if you just called me Gwen." The Anodite's eyes flashed pink as a she extended both of her arms and whipped them towards Rojo, all while shouting; "Turbo!" All at once, a huge gust of wind blasted straight at Rojo, and while she stood her ground for a few moments, Gwen increased the wind's velocity with a flick of her wrist, finally managing to blow her opponent away.

"ACK! Oof!" Rojo landed back first in the center of Beacon's still ruined plaza, flipping over on her head as she landed on her stomach. She let out a grumble as Gwen approached her, glaring right into her glowing pink eyes. "Oh… you just brought up a WHOLE world of hurt for you AND your friends, honey." She stood up and put a hand to the side of her helm, speaking into her communicator loud and clear; "Animo! Bring the ship in! It's time to give these brats a taste of some REAL fire power!"

At that moment, the Mistralian Airship began to move in the air, causing Gwen to pause. She saw the ship bank left to that its starboard side was facing the school… and then a whole slew of cannons began to come out from the side of the ship. They appeared to be old-fashioned, but knowing how weapons worked in Remnant, they were likely filled with Dust ammunition. Gwen sneered before glaring back at Rojo. "You wouldn't."

"Oh, I would, Gwenny." Rojo said before talking to Animo again. "You got a good lock on the target, doc?"

"Indeed, I do!" Animo replied. "All sights are locked onto Beacon Academy and the cannons are loaded to capacity!"

A snicker escaped Rojo's lips. "Good. Ready…" She raised her arm up. "Aim…"

Gwen clenched her teeth as she chanted another spell. "Contigo Maxima!" She thrust her arms upward and created a huge mana shield, setting it up in the way of the airship's cannons. Rojo was initially worried about that… but after seeing Gwen's face, she knew it was for nothing. The redhead was breathing hard, seemingly winded from all of the fighting and spellcasting she was doing. Even with the small break she had received, she still felt the strain of doing so much. "Just… TRY… and get past me, Rojo!" she said in-between breaths.

"Tsk, tsk, tsk." Rojo shook her head, though her grin was still on her face. "Gwen, I gotta admit, you're pretty feisty when it comes to bein' a hero. I can respect that. But right now, I've got a relic to find, and I don't care if I have to level you AND Beacon in order to get it!" She thrust her arm and commanded; "FIRE!"

BAM! All at once, the Mistralian Airship began firing off cannonballs made of explosive Dust at the mana shield, the large orbs detonating the moment they hit it. Gwen let out a cry of pain as she felt the impact of the bombardments, wincing while still trying to keep her concentration. However, she could already see cracks forming in the energy field, and she was already feeling her knees begin to buckle under the strain. 'No! I… I HAVE to keep it up! I… I have to…' BAM! The next thing she knew, she saw another round of explosive cannonballs sailing right at her mana construct. She closed her eyes and prepared for the impact… but it never came. Yet still, she heard the sound of the projectiles hitting something. She peeked an eye open and gasped in excitement. There, hovering in place in front of Beacon AND the mana shield, was the Resolute, its own shields up and having absorbed the second bombardment. "YES!"

"NO!" Rojo growled, glaring daggers up at the ship. "What the HELL!?"

At that moment, Cesar's voice came ringing out over the ship's intercom, calling down to both of the women below. "Sorry for the wait, Gwen." the Hispanic genius apologized. "The wait was muy agonizante, but well worth it, if you ask me!" He then addressed the bounty hunter. "Oh, and Señorita Rojo, you may wanna tell your cab driver to brace for impact!" At that moment, the ship began to fly toward the Mistralian Airship, which then began to fly away to try and out run it.

"GAH! No, no! Stay back!" Animo pleaded through the still-open comm channel. "Get away from me!"

Rojo snarled and stomped her foot, her frustration still growing. "Grr, dammit!" However, her smile returned when she saw that Gwen had lowered the mana shield and fell to her knees, trying to catch her breath. It was an opportunity that Rojo couldn't afford to lose. She charged at Gwen and brought her sword up, intending to stab it through the Anodite's back. "At least I'll still be able to end, YOU, Gwenny!" She made it to Gwen and plunged her sword downward… only for it to make impact with something else. "Oh, what NOW?!"

Gwen gasped and her head whipped up, her smile still present when she saw who saved her. "Tetrax!"

The Petrosapien stood over the redhead protectively as his arm blade clashed with Rojo's pushing the other redhead back with a strong thrust of his arm. "Gwen! Get away and recoup, I'll handle her from here!"

"Are you sure?" Gwen steadily got to her feet, clenching her fists in preparation. "We can take her on together!"

"No, find a place to rest!" Tetrax ordered as Rojo slammed her sword against his arm. "You're exhausted and you can't go on without more rest! Get to the main building, it's probably the safest place right now!"

Gwen pursed her lips in frustration… but she knew that Tetrax was right. It had been nearly non-stop fighting since the Negative Ten had invaded the press conference and she had cast many spells in that time. As good as she had gotten, she still needed time to recoup after casting multiple spells in a row like she did. "Alright." Gwen nodded. "But I'll come back to help you, and that's a promise!"

Tetrax smiled as he watched Gwen retreat for the time being, a chuckle escaping his lips. 'Your cousin's behavior has certainly influenced you a lot, Gwen.' He then shifted his attention back to Rojo, glowering at her with his piercing green gaze. "Now… where were we?"

"I was about to lob your pointy head off!" Rojo snapped back.

"As Ben would say; fat chance!" Tetrax delivered a strong pump kick to Rojo before going at her again, his resolve to protect his allies and the school strong and unwavering.

…..

Back down in the city below, the team's battle with the Grimm was going rather smoothly, with everyone pairing up to take down the giant beasts. The only exception was Winter, who was able to handle herself in the scuffle quite easily. In fact, she practically mowed down a whole slew of Beowolves in the blink of an eye thanks to her using a time dilation glyph. Ruby, meanwhile, was currently taking on a bunch of Ursai with Neptune watching her back, the duo slicing and stabbing at the horde as they came their way. "Thanks again for being my battle-buddy for this one, Neptune!" Ruby shouted as she beheaded another Ursa.

"Hey, no prob!" Neptune grinned as he cleaved into an Ursa's gut, making it fall to the floor deader than a doornail. "I know you'd usually go with Weiss on this sort of stuff." He glanced off to the side to where said heiress was. "But we both know she's with her… I wanna say boyfriend, but…"

"Yeah, yeah, not official yet." Ruby said as she shot an incoming Beowolf in the face. "I'm actually quite surprised at how good you've been taking it, considering…"

Neptune wave her a reassuring wave. "Ah, I'm over it. Trust me, there's plenty of…"

"Fish in the sea?" Ruby finished cheekily, waiting to see how Neptune would react.

"…Did swearing make you snarkier?" Neptune deadpanned. "Because it SEEMS like you're doing that to torment me."

"Oh hey, would you look at that!" Ruby pointed hastily, changing the subject. "Sun and Blake are going right for those Beringels!" Indeed, the Faunus couple were in fact, charging directly for the flying beasts, closing in on them at a rapid pace.

Neptune crossed his arms and rolled his eyes. "Heh, now much you wanna bet they're gonna do their explosion combo again? Seriously, those guys gotta get some new…" But the moment he turned around, Neptune saw Sun giving Blake a boost up, the cat girl climbing onto one of the Beringel's back's to stab Gambol Shroud into its spine. Then, using the weapon as a steering device, she crashed the giant ape into more of its kind, sending them all crashing onto the ground where they were met by a trio of Via Sun clones who caught them all. Blake jumped off of the stack of Beringels she brought down and landed next to Sun, who commanded his clones to explode and take out the whole bunch. With the explosive light and black mist of the dead Grimm behind them, Blake and Sun sealed the deal with a quick kiss, the former giving her boyfriend a pat on his chest before they went off to deal with more Grimm. "…tricks."

With a sly grin on her face, Ruby nudged Neptune with her elbow. "…Yeah, I think they're doing just fine in that department. I honestly think that they're one of the best couples in terms of working in sync with each other."

Neptune blinked in surprise before stabbing an incoming Boarbatusk in its stomach. "Even better than Ben and your sister?"

"Oh, don't get me wrong, those two are pretty much on the same wavelength as well." Ruby assured as she too sliced one of the pig Grimm in half. "But to be quite honest, we have a LOT of couples here that work really well together, so it's hard to narrow it down." She gestured over toward the other end of the street. "For example, if you look to your left, you'll see Jaune and Pyrrha kicking all sorts of Grimm butt."

Neptune perked his head up and saw said couple currently facing off a bunch of incoming Creeps… in a rather unique way. Pyrrha was charging right at Jaune from the side, holding both her weapon and her boyfriend's own sword, the blonde knight smiling as he held his shield up. "Ready?!" he called out to his girlfriend.

"Indeed!" Pyrrha smiled back before she leapt toward him while performing a corkscrew flip in midair, resulting in her landing on Jaune's shield in a crouch. She activated her Semblance and focused on her legs as well as her boyfriend's shield, preparing for what came next. "Alright, Jaune!"

"On it!" He shifted his weight and moved his body to face the creeps, giving Pyrrha the okay as he did. "NOW!" All at once, Pyrrha shot off of the shield at a surprising speed, her Polarity allowing for her to gain a great boost of speed by launching herself off the metal surface. Without fail, the Invincible Girl flew right through the horde of Creeps, using both blades to slice directly through their bodies and heads. To cap it all off, Jaune shot off multiple rounds from his shield at the creature's heads as he ran after Pyrrha, often slamming the barrel right into their faces as they reeled in pain.

Once the two were done, Pyrrha let out a laugh as she gave her boyfriend's sword back to him, wrapping her arms around his neck as she did. "Haha, that's another… five, six?"

"Six." Jaune confirmed as he raised his shield. "I used up all the rounds in my shield."

Pyrrha nodded before bringing him in for a kiss. "Mmm, well, let's not stop the momentum now, darling. The sooner we take care of these beasts, the sooner we can go home."

"No kidding." Jaune agreed as they two went back into battle once again.

Neptune couldn't help but blink at that. "Man, those guys are REALLY in sync." He shifted his eyes over to see Nora and Ren dispatching with another flying Beringel as well, the green ninja slashing off the wings with Storm Flower while Nora bashed the beast in the crotch with her hammer. As expected, the Beringel fell to the pavement while gripping its groin, allowing Nora to pulverize its Skull until nothing remained of it. Neptune winced at the scene. "Yeesh, even THOSE two are in perfect sync! And they aren't even a couple yet… at least I don't think so."

"Yeah, Ren and Nora are in the same category of Rex and Weiss, I think." Ruby moved her gaze up and smiled at what was going on above her. "Speaking of which…"

The blue-haired boy moved his gaze up to see both Rex and Weiss in a dog fight with the single remaining Griffon, the former using his Boogie Pack to keep up with it while Weiss rode on the back of her Lancer. The Griffon would occasionally breath fire in their direction, but for the most part, it flew away from them. Rex grinned her way and nudged his head toward the fleeing Grimm. "Hey, Weiss! How about we quit beating around the bush and take Beak Breath out, huh?!"

"Just what I was thinking!" Weiss said before pointing Myrtenaster at the Griffon. "Fire when ready!" In response, the Queen Lancer let out a shrill cry before launching its stinger at the other flying beast, successfully catching it in the left thigh. As the Griffon cried out in pain, Weiss whipped her head toward her EVO partner. "Now, Rex!"

"You got it, Ice Princess!" Rex affirmed before activating the large grapples on his Boogie Pack, shooting them at the Griffon's wings. The large tethers successfully wrapped around the feathery limbs and, in an instant, the Griffon began losing altitude, crashing straight into the ground. Rex and Weiss were both able to land safely, the heiress dismissing her Queen Lancer before spinning the barrel in Myrtenaster, putting it on the Ice Dust setting. "Shall we?"

Rex activated his BFS in response. "After you!" Weiss obliged and waved her weapon at the Griffon, conjuring up a huge wave of ice that froze the beast to the ground before it could get up. Then, with a pull of a lever, Rex put his BFS into its Battle Saw mode, jumping forward and slicing through the Griffon without effort, killing it instantly. With a job well done, Rex sighed and dusted off his hands, offering a fist bump to Weiss. "WOO! Haha, we did it!"

Weiss shifted her gaze from the offered fist and back up to Rex's face before smiling as well, returning the gesture. "…Yes, yes we did!" She then gave him a wink. "Not bad, Robo-dolt."

As the duo conversed, Neptune and Ruby couldn't help but sigh a bit in disappointment. "Do you ever feel like we're being left out, Neptune?" the Hooded Huntress asked.

Neptune raised a brow at her. "You mean like how we're pretty much the ONLY ones on the team NOT in a relationship? Then yeah, I do."

"Well, that's not ENTIRELY true." Ruby shrugged. "Penny isn't either… but then again, I think she barely knowns anything about romantic relationships, so that doesn't really count, I guess." However, her eyes then bugged out in realization. "Oh my gosh! We haven't even SEEN Penny since we got here!"

"Don't worry, I'm sure we'll find her." Neptune reassured. "Can't be THAT hard finding a robo-girl fighting a giant dinosaur. But… yeah, we're just two lone wolves, it would seem…" Neptune glanced over to Ruby and a thought came to his head. "Well… unless…"

"No." Ruby put simply, giving Neptune a pat on the shoulder. "I like you as a friend, Neptune, but the answer is no."

"I had a feeling." Neptune nodded. "By the way, on your six."

Without even looking, Ruby pointed her scythe behind her and shot a round at an incoming Beowolf, giving a smile to Neptune as she blasted it in the face. "Thank you!"

…..

Across the battle field, Yang and Vernal were keeping in pace with each other as the duo went up against Hog and Skull, the Blonde Brawler briefly smirking at the lady bandit when they stood back to back at one point. "So, how're you doin' on your mutant, V?"

"Whittling him down." Vernal answered as she caught one of her Ver Laminae, having successfully hit Hog directly in the stomach with it. "What about you? How's the rhino treating you?"

Yang gave a shrug before lifting her arms up. "Oh, you know…" SLAM! "He's… ugh, not making this easy!" Vernal whipped her head around to see that Yang had caught the charging Exo-Skull by his horn, keeping it pointed up so that he couldn't blast her. "Grr, you know, Skull, considering ya know what my Semblance is, I'm surprised you're still trying to actually hit me."

Skull's eyebrows rose up before a smirk came to his face. "Ya know what? You're right!" All of a sudden, he put on the breaks. "Allow me to FIX that!" The rhino then jerked his massive head upward… with Yang still holding on to his horn. At the unexpected motion, Yang lost her grip and was sent careening up into the air, the girl belting out a yell before she crashed into the street a few yards away.

"YANG!" Vernal shouted as she spun around, only to feel a stinging sensation impact with her back. "GAAAH!" The lady bandit fell to the ground on her knees, using her hands to support her as she craned her head up to see her assailant. "Seriously?"

Thunderhog simply shrugged at her, his gauntlets buzzing with electricity. "Hey, your own fault for takin' your eyes off me." He put his hand up to his visor and blasted a purple energy beam down at her, only for Vernal to roll away and bounce back to her feet. Hog nudged his head toward his best friend. "You got blondie, dude?"

"Yeah, just take care of pixie cut over there." Skull said before taking his mini gun off his back and aiming it where Yang had crash landed. "I'll take care of Tennyson's bitch." He open fired at the impact point as he charged up his horn laser, taking aim with that as well. "Say cheese, punk!" With that, he shot his laser at the impact point, a huge cloud of debris rising up from it as a result. A satisfied smirk came to Skull's face as he stopped shooting. "Heh, and THAT is how you put down a rabid bitch."

However, before he could turn away, Skull caught a gleaming light in the corner of his eye, making him focus back on the cloud of dust. He couldn't make it out clearly through the cloud, but it appeared to be two red orbs surrounded by a flickering fire… and the moment he thought that, Skull knew what it was. 'Oh, shit—'

BAM! Before he could even finish that thought, Yang shot out of the smoke so fast that she made it move away from her, the blonde belting out a battle cry as she hurtled toward Skull. "GRAAAH!" She delivered a strong punch to Skull's midsection, knocking the wind out of the rhino as he was forced to spit as well. The only way the mutant could describe it was like getting hit by a train… that was also on fire.

Skull was sent flying backward, but Yang just kept on him. While her facial features seemed to be quite angry, she was actually rather calm as she grabbed onto him again. Sure, he had called her a bitch twice, but she learned to let the insults roll off of her back. It didn't matter what the bad guys thought of her, because she had her friends, family, and most importantly, the best man in any world to support her. No, the angry face was just a ruse. Better to make your opponents fear you than to just go at them with a neutral expression. Case in point…

"GAH-HAH-HAH!" Skull cried out as Yang grabbed his horn and flipped him over her head, slamming him directly into the side of a building. "D-Dear god, lady! What are you, possessed?!"

"Maybe." Yang pumped her Ember Celica and punched out two more rounds of Dust, the bullets hitting Skull right in the face and knocking him over. She had toned now the rage in her expression to that of an intense glare, her red eyes and the fiery aura surrounding her hair making for quite the scary sight. "But then again, maybe you forgot who you're fighting." She slammed her fist into her palm and glowered down at him. "Because THIS bitch is gonna make you cry out for mama… again."

As that was going on, Vernal was busy avoiding Thunderhog and his continuous strikes against her, the lady bandit doing everything in her power to avoid the pig's electric gauntlets. She tried throwing her Ver Laminae at him again, but the rather tubby mutant had gotten wise to her attacks, rolling himself away whenever she threw the blades at him. Vernal had tried to catch him off guard by getting behind him and throwing her blade then… but he simply spun around and used his visor to blast it out of the air.

It was SERIOUSLY frustrating. "GAH! What the hell, do you have eyes in the back of your head or something?!" Vernal yelled.

"Nope! But I've gotten wise to how you people usually fight." Hog smirked in satisfaction as he charged at her again. However, Vernal tuck and rolled before grabbing her thrown weapon again, taking a defensive position as Hog turned back to her. "Aw, what, you're not afraid of a little LIGHTNING are ya?!"

"I really like lightning, actually." Vernal smirked. "It's cool to watch… but still, not fun to be hit by."

Hog threw his head back and laughed. "HA! Well, sorry to spoil your fun…" He reached behind him and pulled out his Thunder Mace, making the chain extend so that the spiked ball hung freely. "But I'm afraid that I'm gonna have to disappoint ya!" Once more, Hog spun his mace up over his head, generating the electricity needed for his signature attack. "Thunder! THUNDER! THUNDERHO—" BLAM! "GAH!" A sharp pain went through Skull's hand, which force him to drop his mace. "HEY!" He glared at Vernal through his visor. "The HELL, girl!?"

Vernal shrugged with one of her weapon's barrel's smoking. "What? You really thought I was just gonna stand here while you called out your attack? That's not exactly what normal people do, ya know."

Hog sent a deadpan expression at the lady bandit. "Do you even SEE who you're talkin' to?"

"Ah, right, the walking bacon." Vernal quipped before sending another round of laser blasts Hog's way, making him stumble back at the quick onslaught. "I forgot that all sense of normalcy was tossed out the window the moment I met you. Now get back her so I can cook you and serve you with pancakes!"

…..

As the two young ladies handled their mutant opponents, the Branwen twins were busy dealing with their own animalistic adversaries. Qrow had Harbinger in its shotgun mode, blasting at Subdora as the two opponents ran down the street. However, for as wide-spread as the shotgun fire was, Subdora was still able to gracefully dance around the bullets, jumping and pirouetting around as if she were putting on a performance. "Ah-haha! Oh, are you having difficulty hitting me you uncouth ubriacone?"

"Again, NO CLUE what the hell you're sayin'," Qrow emphasized, "but nah, no difficulty here. In fact, I got ya right where I want ya."

Subdora blinked and was about to ask; "What?" before she whipped her head around saw what he had meant. Qrow had just chased her into a dead-end ally, one with no clear way of getting out. Qrow stood between her and her way back to the street, a smirk plastered on his face. "Oh… so THIS is what you meant."

"Yup, an' now we're all alone." Qrow flicked a switch on Harbinger and shifted it into its scythe mode, spinning it a few times before entering a combat stance. "Now, let's dance for real, shall we, miss?"

Subdora put a finger to her cheek in contemplation, giving out a small; "Hmm." as she tapped a few times. "While that sounds very tempting… by which I mean, not at all, I am afraid that you forgot that I have a few… unseen talents." She wiggled her fingers at him in a taunting matter as her body began to vanish. "And so, I am afraid I have to say arriveder—" TING! "GYAH!" Subdora's hands went to her forehead after something hard and metallic hit it, falling to her knees as she became fully visible again. "AGH! Che diavolo era quello?! What hit… me?"

The Merlinisapien's eyes widened when she saw what was on the pavement in front of her; a small flask that she could only guess belonged to the drunk. She whipped her head up to sneer at him, only to smirk right back. "Heh, THAT is what hit ya. If ya wanna keep it, then be my guest." He reentered his combat stance. "I don't need it anymore."

"You… you rospo insolente!" Subdora grit her teeth as she pulled out the Queen's Ransom, shifting it into its energy machete mode. "I will make you regret doing that!"

"Psh, I'd like to see you try." Qrow said before rushing forward, keeping his scythe in a ready position. Subdora charged right at him as well, preparing to stab Qrow right in his face when they finally met in the middle. However, much to her surprise, the formerly-drunken huntsman bridged his back and ducked right under her strike, taking her aback. What surprised her even more, though, was that he used the handle of his scythe to strip her up, resulting in her stumbling into a nearby wall.

"GRAH! What in the WORLD was that?!" Subdora growled as she whipped herself toward her opponent. "Even the HEIRESS had the initiative to maim me! And yet you use your scythe merely to trip me up?"

Qrow furrowed his brow at her as he put Harbinger into its sword mode, shouldering it lazily. "Listen, lady, I may've gone down a dark path with all of the alcohol I consumed in my life, but I'll be damned if I start takin' lives like it's nothin'." He drummed his fingers on Harbinger's handle pursing his lips a bit before going onward. "The FIRST thing that I taught Ruby was that her scythe should ONLY be to kill Grimm, nothin' else."

Subdora narrowed her gaze at the huntsman. "Then you are as much of a fool as SHE is!" With a challenging scream, Subdora stabbed at Qrow again, only for him to swing Harbinger around and deflect her attack. She growled at the situation she was in before shifting the Queen's Ransom into its laser pistol mode. "STOP doing that!" She began letting lose a barrage of laser blasts, though shockingly enough, Qrow was able to avoid those as well. He leapt between the walls of the alleyway before colliding his knee to her face, sending the alien stumbling back in shock.

"Heh, you're quick on the draw." Qrow mused. "But guess what?" He shifted Harbinger back into its scythe mode and swung the blade right at Subdora, making her shriek and close her eyes at the unexpected move. However, when no killing blow came, she opened her eyes, only to see the very tip of the scythe a mere inch away from her face. Subdora let out a scream and stumbled back, bringing up her pistol to fire at Qrow again… only to fall backward straight into a nearby garbage can, a result of her not paying attention. Qrow chuckled at that before kicking up a nearby trash can lid and swinging his weapon around to hit it, sending the metal object right into Subdora's face and knocking her unconscious. "I'm quicker."

Meanwhile, the former drunkard's sister wasn't having nearly as easy of a time as her brother. As a matter of fact, Raven was pretty sure she had made a mistake in taking on Silyrian again without backup. The moment her eyes had locked with the scorpion mutant's own, she could tell that this creature was a FAR cry from the old Tyrian that she had faced. He was much more dangerous, his senses were heightened further because of the mutation… but the insanity behind his piercing golden gaze was still just as prevalent. Also, his tail was more deadly than ever thanks to its new acidic abilities, which Raven was currently trying to avoid.

"What's the matter, Branwen?!" Silyrian sneered as he continued to spray acid at the Spring Maiden, the woman forced to bob and weave away from the liquid. "Not finding the new tail to be all that fair, now are we?!"

Raven scoffed and hid behind a nearby tractor trailer that was parked on the side of the road, hopefully to buy her some time. "Animo is a mad man for giving YOU of all people this kind of ability, Tyrian! Acid, poison, AND whatever the hell your Semblances is?! It's insane!"

"Insanity begets insanity, my dear maiden! AHAHA!" Silyrian shot another volley of acid spray at the truck, melting the trailer from the side he was on. "But don't worry, there IS an upside to all of this!" He jumped over the truck and landed on the other side, taking aim with his Queen's Servants. "And it's that your end will be swif—huh?!" Silyrian blinked a couple times, baffled at the sudden absence of Raven. The scorpion lowered his arms and began skulking around, clicking and snapping his pincers as he searched. "…Now where did she—"

"Ahem!" Silyrian spun right around and whipped his arms up… only to be met with a huge bolt on lighting right on the spot. The scorpion let out a scream of utter agony as he fell to his knees, supporting himself as best he could without letting go of his weapons. Raven smirked as she drew Omen again, this time with a light blue blade. "Hmph, not very perceptive, are you?"

"GRRR!" Silyrian grit his teeth and whipped his arms up, firing his weapons at Raven. The Spring Maiden was able to avoid the blasts, though, running up a nearby building to do so. "You cannot run away forever, RAVEN!" the mutant screamed. "I will melt you into a pile of unrecognizable sludge by the time I'm through!"

"For one, that is incredibly disgusting." Raven commented as her eyes began to glow, pushing herself off the wall and back toward the street. Her hand began to glow with an icy aura as she ran it up the side of her blade, the light blue blade beginning to glow intensly with the same type of energy. Raven landed on the ground just as Silyrian jumped up onto the top of the truck, grinning sadistically at her. "And for another… I'm not running."

"Hahaha! Oh, am I glad to hear THAT!" Silyrian cackled before leaping off the truck, his arms outstretched. "Because then it will be easier for me to do THIS!"

Raven merely smirked at his statement. "Yeah, I think not." With one quick movement, Raven spun around and sliced her Ice Dust blade toward Silyrian, and all at once, a huge wave of blue energy suddenly came flying out of it. Silyrian's eyes widened as the energy crashed into him and sent him flying back into the trailer, putting a dent in it for good measure.

If anything, though, this made him laugh harder. "HAHAHA! Oh, you think a little Maiden trick is gonna stop me…WHAT?!" Silyrian was about to get up… but then, a very cold sensation began to over take him. From the place where the energy wave made contact with him, Silyrian's body began to freeze over, and quite rapidly as well. It was to the point where he was practically frozen to the side of the trailer, struggling as his mind raced in confusion. "W-What is going on?!" He glared daggers at the Maiden as she kept her distance. "EXPLAIN!"

"Oh, I simply imbued the Ice Dust with a little extra Maiden energy to give it a bit of an extra 'oomph'." Raven said simply before noticing that Silyrian's tail wasn't freezing to the truck. "Hm, but it seems like it wasn't enough." She said in amusement before bringing forth the icy aura in her hands once again. "Let's fix that, shall we?"

"NOOO!" Tyrian aimed his tail at Raven, but it was too late. With a thrust of her hands, Raven sent a beam of icy energy at the tail and froze it right to the truck, leaving only Tyrian's head as the only part of him that wasn't iced up. "GYAAAH! Branwen, I swear, I WILL find a way to break you! Do you HEAR me?! I—" CRACK! All of a sudden, Qrow came running up from Silyrian's left side and punched him square in the jaw… something that the younger Branwen Twin quickly came to regret.

"Augh!" Qrow shook his hand to try and elevate the pain. "God, glad that he finally shut up, but DAMN. Who knew that scorpion skin was that tough?"

Raven gave an amused chuckle as she strode over to her brother, placing a hand on his shoulder. "Thank you for that, but what about the little lizard lady? Has she been taken care of?"

Qrow smirked and jerked his thumb over his shoulder, stepping aside to show Raven his captured pray. Subdora was still very unconscious and stuck in her trash can prison, now with the lid placed right on top of her head. "Oh, don't worry, sis, I got her pretty good. One could say that her situation is pretty… trashy."

The tribe leader grimaced at the horrible pun. "I swear, if you pick up that habit from my daughter, I will never forgive you."

"Hehe, don't worry, that was just to annoy ya a bit." Qrow chuckled before nudging his head over to the battle across the way. "C'mon, let's see if anyone else needs help."

…..

Now more than ever, Rath had never felt more alive. And that was something that both the Ben Tennyson side of his mind AND the Appoplexian side could both agree on. The hero had ALWAYS wanted to make a big wrestling-styled entrance like the one he had just pulled off, and it was just what he needed to get himself hyped back up to fight once again. He was currently grappling with Leonidas in the middle of the street, the two big cats keeping a steady grip on one another as they shuffled back and forth, attempting to push one another off balance. Thankfully, the addition of boots to Rath's ensemble allowed him to stand his ground a whole lot better than before. He took the opportunity to headbutt Leonidas, which was thankfully enough to throw the lion mutant off his game.

With a heavy shove, Rath pushed Leonidas right down onto the pavement, pointing at him when he landed. "LEMME TELL YA SOMETHIN', LEONIDAS, THE MUTANT FORMERLY KNOWN AS PROFESSOR LEONARDO LIONHEART, RATH HAS ALREADY GONE THROUGH HIS TRANSFORMATION, MAN! HE IS READY FOR WHATEVER YOU HAVE TO THROW AT HIM AND MORE! AND INCASE YOU HAVEN'T HEARD, LESS MAY BE MORE, BUT MORE IS NOT LESS! SO DON'T YOU DARE HOLD BACK AGAINST ME, BROTHER!" Rath pointed to his own eyes. "LOOK INTO MY EYES, MAN! RATH IS NOT JUST RATH ANYMORE, HE'S THE RATHSTER, MAN! I'M UP ON THAT MOUNTAIN TOP, AND I'M GEARED UP TO SEEK AND DESTROY YOU, LEONIDAS! SO COME AT ME!"

As if responding to the Appoplexian's rambling, Leonidas roared in defiance and leapt up, delivering a running shoulder tackle right to Rath's midsection. Leonidas then took hold of Rath's head and began peppering down multiple forearm strikes against his head, eliciting shouted of pain and anger from Rath. However, Rath managed to reach up and grab Leonidas' arm before it could strike again, twisting it to perform a deep arm drag and get the lion off of him. "GOOD! THAT'S EXACTLY WHAT I'M LOOKIN' FOR, MAN!"

Rath shot up and grabbed Leonidas' arm once again, wrenching it behind the lions' back and making the mutant roar out in pain. "HOROLOGIUM HAMMERLOCK!" With his opponent's arm pressed securely to its owners back, Rath ran forward and slammed Lionheart right into a building… which he then proceeded to charge straight through. "OPHIUCHUS FACEPLANT!" Once he had gone through the entire building… twice, Rath tossed his opponent up into the air and reeled back both of his fists. "PISCES PUNCH!" Both fists connected with Leonidas' midsection, sending the lion mutant sailing straight into the front of a large truck, caving in its windshield and roof at the same time. "GRAH! HELL YEAH!"

Leonidas let out a low rumble as he shook his head, clearing the daze from his mind before vaulting back up and onto his feet. He then lifted Stalwart up and activated it, the disk spinning rapidly as he used the Dust to create his next attack. At first, it was a flaming hot rock, but it was then charged with electricity before being coated in a layer of ice. Then, using Gravity Dust for a bit of extra power, Leonidas shot the projectile straight toward Rath before gunning it toward the Appoplexian himself.

Rath's eyes widened at the incoming sphere of destruction before popping his neck, preparing himself for what he was about to do next. He charged forward before leaping at the projectile with a single leg raised, declaring; "LEPUS LEG LARIAT!" before kicking the huge sphere directly back at its creator. It made impact with Leonidas' midsection, making him roar out in pain before stumbling back to the ground. Still, the fire and electricity didn't seem to affect him all that much thanks to his armor. "IS THAT ALL YOU GOT, LITTLE CUB?!" Rath challenged, now more pumped up than ever. "BECAUSE LEMME TELL YA SOMETHIN'! RATH CAN DO THIS ALL DA—" CRACK! "GRAH!"

Without warning, Rath was blindsided by a right hook from Leonidas, the lion mutant standing in defiance of the tiger opposite him. Taking the opportunity, Leonidas thrust himself back into the fight and hooked his arm around Rath's head, holding him in place as he began delivering successive knee strike to the Appoplexian's abdomen. Then, much to Rath's shock, Leonidas picked him up off the ground and spun him around until he was handing upside down. And, before he knew what hit him, Rath was subjected to a piledriver from Leonidas right onto the pavement, knocking the tiger alien for a loop.

The lion mutant fell back for a bit, sitting down to collect himself while Rath tumbled forward, holding his head as his do-rag slipped off his cranium. "Ugh… okay, I'll admit, that WAS a pretty impressive set of moves. But ya know what ELSE is impressive?!" All of a sudden, Rath flipped up onto his feet, raised his arm up to the sky and brought it down while pointing his finger at Leonidas, making sure his target was in place. "THIS!" In the very next instant, Rath lunged forward, relentlessly smashing his knee right into Leonidas' face. "VOLANS V-TRIGGER!"

Leonidas let out a painful roar as he fell to the ground, with Rath standing over him victoriously. "HAHA! YEAH! LET'S SEE YA COME BACK FROM THAT, KITTY-CAT!" Rath then picked up the lion mutant, slinging him over his back as he jumped up onto a nearby car. The Appoplexian lifted one of his opponent's legs over his shoulder while reaching his other hand up to the lion's head, preparing to finish him off. "This is a little spin on a favorite of mine; THE ONE-WINGED PEGASUS!" He then dropped both himself and Leonidas down onto the pavement below, swinging the mutant's head straight down onto the pavement… and resulting in the crown around Leonida's head smashing to bits.

Rath shot up and onto his feet while pumping his fists into the air, his opponent slumping down onto his back limply. "AHAHA! YES! RATHAMANIA HAS RUN WILD ON THIS CAT!" He reached down and grabbed onto Leonidas' cape, pulling him up so that he could look into his opponents blank yet dazed eyes, readying another fist just in case. "WHADDYA HAVE TO SAY TO THAT, LITTLE CUB?!"

"W-What?" Much to Rath's surprise, his opponent actually answered him, the Appoplexian's eyes widening as a result. Once Leonidas' eyes opened, Rath saw that instead of being glazed over and blank white, they were back to being the deep brownish-gold color that they normally were, and they began darting around in confusion. "W-What?! W-Where am I?" His eyes widened in fear as he realized the position that he was in, seeing the tiger man manhandling him with a fist raised. "And who are you?! Let go of me, please! I beg of you!"

"Huh…" Rath uttered. "I really didn't expect THIS to happen."

"Professor Lionheart?!" Both Rath and Leonidas whipped their heads around to see the Ruby, Weiss, Rex, Winter, Team JNPR, Blake, Sun and Neptune all coming back toward them, no doubt having finished taking care of the Grimm. However, the latter two were simply staring dumbstruck at their teacher, having been taken aback by the sound of his voice coming out of the feline features of the lion mutant. "You're… you're free?!" Sun exclaimed.

"Holy crap, Ben got the crown off!" Neptune pointed out with a smile, finding the broken headpiece on the ground. "Lionheart's been broken out of Animo's control!"

A murmur of relieved voices began ringing through the crowd of teens, but as Rath let go of him, Lionheart couldn't help but stare right back at his two former pupils with the same astonished face. "S-Sun? Neptune? W-What's going—wait." Lionheart's eyes widened as the memories suddenly came rushing back to him; the pain and agony of his unwanted transformation, the utter discomfort and fear of being forced into the suit of armor he was in, and the dread he felt of the crown being force on his head before everything went blank. He also had a fuzzy memory of breaking control for a small amount of time and talking to Sun and Neptune as well. But he WAS sure of one thing, though, and it was something he didn't like.

"…No." Lionheart spun around and reached for the nearest car's side-view mirror. He had wanted to turn the mirror slightly toward him, but the moment he saw his large, furry hand with sharp claws, he recoiled back, resulting in him yanking the mirror off instead. Taken by surprise at his new-found strength, he slowly and shakily brought the mirror up, trembling at the sight of his new face. "No… no…" He threw his head back and gave out a loud, agonized roar before throwing the mirror, breaking it against the ground before falling to his knees with his fist slamming against the top of the car. "NO! I… I'm a MONSTER! That witch and her mad doctors changed into a GODDAMNED monster!"

The teens could only watch as the former man broke down in front of them, burying his head into one of his large hands and weeping uncontrollably while he clawed at the roof of the car in frustration, leaving large gashes in the metal. Even Rath felt a little bad at seeing Lionheart like that, offering a hand to the mutant's shoulder. "For what it's worth… sorry for drivin' your skull into the pavement."

"No… I really must thank you for that." Lionheart said with a sigh. "If you hadn't done that, then I probably wouldn't have stopped until I killed you." He craned his head over to his two former students, the blond and blue-haired boys staring at him with unsure expressions. "And boys… thank you for trying to help me fight back. …But Animo's control was far too great."

"Yeah… no problem." Sun said with a furrowed brow. "Listen, Professor, I'm sorry that THIS had to happen to you, and I promise, we WILL find a way to undo what they did to you… but this doesn't change the fact about what you've done."

Blake stepped forward and nodded her head. "I'm afraid he's right, Professor. You still helped Salem with her attack on Haven Academy… and I don't think that Ironwood or Glynda will be happy with you when we meet back up with them."

"And not just them." Everyone's heads whipped around to see Raven and Qrow approaching, both of them with disappointed expressions on their faces. "You only have yourself to blame for the state you find yourself in now, Leo." Raven said with a shake of her head. "Trusting Salem was probably the greatest mistake you ever could have made."

A sigh escaped Lionheart's lips as his large, maned head sagged in self-disappointment. "I know. And I honestly do not blame you." His fists tightened and his feline teeth began to sneer in anger. "I was a fool. A complete and utter FOOL for even thinking of complying with Salem's plan!" Both of his large hands went up to his mane in frustration. "And I was such a coward for not taking action against her! And it's because of ME that Haven Academy suffered because of it!" Another roar escaped his maw as he charged forward and flipped the whole care over in frustration, much to everyone's surprise.

"Woah… well, I'll give him this; he's certainly got some extra muscle now." Qrow said with a shrug.

"A bit TOO much, I'm afraid." Winter commented.

Once Leo took a couple of calming breaths, he sighed and bowed his head to his two former pupils. "Sun… Neptune… what I have done to you both is utterly disgraceful. I was your teacher, and I betrayed the trust you put in me." He also bowed his head to the Branwen Twins. "And the same goes for you two, and Ozpin, James, and Glynda. I know that no apology could ever make up for that, but I still wish to let you know how sorry I am for what I did. I have so much regret for what I have done… and I know that nothing could possibly make up for it."

There was a long pause as Qrow, Raven, Neptune and Sun exchanged glances silently… before the monkey boy stepped forward and locked eyes with Lionheart. "…You're right. Everything you've done… I don't think you CAN make up for it. I looked up to you, professor, we ALL did at Haven… and you just betrayed that trust to save your own life." Sun clenched his fist… but it immediately relaxed when he felt a familiar soft touch slip into his fingers, recognizing it as Blake's hand. "But the first thing you can probably do that'd be considered right would be to turn yourself in." Sun continued. "Face up to what you did and let justice sort things out."

Lionheart lowered his head and stood up, accepting the fate almost instantly. "Yes, of course. After what I have done, I deserve to be punished accordingly."

From the back of the group, Nora mumbled; "I'd argue that being changed into a mutant is punishing enough, but…"

"Not the time, Nora." Ren whispered, putting a hand to her shoulder.

At that moment, though, a new voice entered the conversation… and it was quite loud; "GUYS!" Everyone whipped their heads around to see Yang holding onto Exo-Skull's back for dear life as he charged forward, his thrusters going at full strength. Not far away from them, Thunderhog was also running around with Vernal perched on his shoulders, though his movements were far more erratic. Yang called out to them again as she pummeled Skull in the back, who winced but kept on charging. "A little HELP would be appreciated!"

"Ah! Hold on, sis!" Ruby gasped. "We're coming!" With that, Team RWBY and Rath all charged into the battle, intent on finishing it quickly. "Ice Flower!" Ruby and Weiss grouped up as the former shifted Crescent Rose into its sniper rifle mode, carefully taking aim at Thunderhog while her partner summoned three glyphs in the gun's path.

Weiss eyed to her partner and asked; "Ready?"

"Oh yeah…" Ruby carefully took aim at Thunderhog, waiting until he was in the exact right spot before pulling the trigger. The Dust round shot through the three glyphs and made contact with Hog's leg, freezing him in place.

"GAH! W-What?!" Hog blinked in confusion. "Oh, you did NOT just—" SMACK! "…Uuuugh." One well-placed strike to the head from Vernal and Hog was out like a light, the ice cracking as the mutant came crashing down onto the street.

Vernal hopped off of Hog's back and landed in front of the duo, giving them a salute. "Thanks for the assist, gals! He was REALLY starting to get on my nerves."

Weiss nudged her head to the side. "No problem. Now let's see how the resident cats do…"

As they ran next to each other, Blake detached the ribbon from Gambol Shroud as it entered its sickle mode, passing it off to Rath as they approached the rampaging rhino mutant. "Okay, so here's the plan; I'm going to have you swing me right toward Exo-Skull and then I'm going to stop him in his tracks and get Yang off of there so we can finish him off, okay?"

Rath's eyes widened in shock. "LEMME TELL YA SOMETHIN', BLAKE BELLADONNA, YOU HAD BETTER HAVE MORE TO THAT PLAN THAN YOU'RE TELLIN' ME!"

"I do!" Blake insisted. "But if I explain it more, we risk losing time. We need to get Yang off of there NOW."

"…Good point." Rath said as he tightened his grip on the ribbon. "Okay… HERE GOES!" He swung himself around and picked Blake up off the ground in an instant, spinning her around in a circle twice before flinging her at Skull. "LET'S SEE THIS CAT FLY!"

Exo-Skull's eyes widened as he caught sight of Blake sailing right toward him, but he just kept charging. 'Heh, her funeral…' However, right when she was about ten feet away from him, she created a shadow clone of herself, one that was made of thick rock. The sudden impact took Skull by surprise as the stone Blake broke to pieces… a few of which ended up getting in his eyes. "GAH! Can't see! Can't see!"

Just as Skull was about to tumble over, Blake suddenly appeared on his back and reached down for Yang, picking her up and instantly jumping off the moment he hit the ground. The two partners landed and they watched Skull skid across the ground, hitting a 'STOP' sign as he did. Yang wore an amused smile while Blake gave her a deadpan expression and an eyeroll. "You know you are FAR more trouble than you're worth, right?"

Yang responded by giving her a hug. "Yeah, but you guys still love me anyways."

"…That, I cannot argue." Blake said with a small grin. The two then saw Exo-Skull getting back up and readied themselves for battle again, with Rath running up to join them soon after.

"Hey, Goldie Locks!" Rath gave his girlfriend a thumbs up. "Nice bareback riding! You ready to finish him off?!"

Yang slammed her fists together. "You KNOW I am, Green Boy! Let's go!" With that, Yang grabbed Gambol Shroud's ribbon from Blake and charged forward with her partner and boyfriend, the latter leading the way.

Exo-Skull barely had time to say; "Huh?!" before he was grabbed right by his horn, with Rath holding him in place. Then, the Appoplexian leapt up and over the ribbon as Yang and Blake ran past both him AND Skull, the duo jumping up and snapping the ribbon against the rhino's neck. The result was Skull being shoved straight to the ground by all three of them, hitting his head as a result.

However, Rath wasn't done. With all of the strength he could muster, Rath picked Skull up and called out to his girlfriend. "HEY! GOLDIE LOCKS!" He threw Exo-Skull at Yang and shouted; "HEADS UP!"

Yang flashed a wicked grin as her eyes became red, using the last remaining amount of built up strength she had from that earlier impact for one last punch. She shot off Ember Celica and Skull was sent careening into the side of a building, hollering; "MAMAAAA!" before he made impact. The rhino fell to the floor with a whole bunch of debris falling down upon him, knocking him out while leaving only his head exposed.

"Haha! YES!" Yang cheered as she lifted her arms up into the air. She charged over to Rath, the Appoplexian transforming back into his human form before catching her. The moment he did, Ben spun her around as she wrapped her arms around him, the two laughing with glee. "Haha! We did it! We beat the mutants!" She stopped before giving her partner a wide smile. "And hey, that on-the-fly plan was pretty awesome, Blake! Thanks for stoppin' Skull for me."

Blake nodded to her partner, giving her a thumbs up. "No problem, Yang. What're best friends for, right?"

"No doubt about that." Ben said before giving Yang a small peck on the lips. "But remember, guys, we're not out of the woods yet."

"Ben is correct." Winter piped up, the trio turning their heads to see that she, along with the rest of the team as well as Lionheart were approaching them. "We still have yet to find Penny OR the—"

"That. Was. SPECTACULAR!" The entire team's eyes widened at the sound of another new voice, the group gaping as they saw who was coming their way. It was none other than Lisa Lavender, the reporter grinning from ear to ear as she led her camera man over to the team of heroes. "I don't think I've ever seen anything this fantastic in all my LIFE!" She showed off her pearly whites as she faced the camera again. "And we got it all LIVE on camera for the people at home to see… right Greg?"

The cameraman, Greg, gave her a thumbs up. "All good, Lisa! But do ya REALLY want to do an interview NOW?! I mean, there's still a lot of stuff that these guys need to—"

Lisa raised an assuring hand. "Trust me, Greg, I'm only going to ask them a few—"

"Uh, ahem?" Lisa's eyes widened and she did an about face, finding Ben Tennyson standing behind her with his arms crossed and a serous expression on his face. "Okay, now that I've actually got a chance to talk with you, I've only got one thing to say; I admire your determination to deliver on this story…" He snapped his arm up and pointed away from the battlefield. "But you guys need to get the hell outta dodge! It is FAR from safe out here, and—"

"Oh, I know FULL well what I'm getting into!" Lisa said with a rather determined grin. "I've stared death in the face MANY times today, and you know what? This is MUCH more exciting than ANY news story that I've covered! It's made me realize just how much excitement has been missing in my life!" She bowed her head to Ben in appreciation. "And I want to thank you for that, Mister… um, what IS your name, by the way?"

"Tennyson." The hero answered. "Ben Tennyson." Ben couldn't help but deadpan on the inside. 'Unintentional James Bond reference? C'mon, Tennyson, REALLY?'

Lisa smiled and gave him a knowing wink before ushering him to face that camera with her. "Well, Ben Tennyson, I'm sure that everyone in Remnant wants to know… who exactly ARE you? You're a hero, that much is obvious, but if I were to ask one question before you get back to what you need to do, it would be how you can transform into both a giant dog AND a giant cat at the same time."

Ben's eyes widened as he stared into the camera, finally realizing what was going on. Here was Lisa, giving him a chance to really talk about what his deal was now that his secret was out to the public. She wasn't harassing him, she wasn't calling him a menace… she was giving him a solid chance. He was getting… good press? 'Man, Harangue's news broadcasts have affected me more than I thought.' Ben cleared his throat before peering into the camera, taking a deep breath. "Alright, uh… haven't done an interview in a while, so sorry for cold feet."

"No problem." Lisa assured. "Just speak clearly and I'm sure you'll do fine."

"Right, thank you." Ben grinned before lifting the Omnitrix up to the camera. "You see this watch I have on me?"

"Ah, yes, I figured that had something to do with your transformation." Lisa confirmed. "I kept seeing you fiddle with it both times."

"Yes, well… it's actually a high-tech device called the Omnitrix." Ben answered. "It's something that allows me to transform into those things you saw… as well as many, many more." He took a moment for Lisa to let that sink in before dropping the big bombshell on her. "And those things… are actually aliens."

Lisa stared dumbfoundedly at Ben for a few moments before letting out a breath, facing the camera again. "Well, you heard it hear first, folks. Not only can a young man have nano-machines coursing through his system… but indeed, aliens ARE real. I probably wouldn't have believed it if I had seen it with my own two eyes, but there it is!"

Ben's eyebrows shot up in surprise. 'Wow, she actually believes me. …Now to see if the rest of the world does to.'

The white-haired reporter wented back to Ben and tilted her head. "I'm sorry, but I feel the need to ask; where DID you come across such a fantastic device in the first place?"

However, before Ben could even try to answer… "AAAAAAHH!" SLAM! Everyone's heads whipped up just in time to see none other than Penny come crashing into the side of a nearby building, with everyone letting out shocked gasps at the redheaded android's head started spinning… quite literally. "Ugh… why does this keep happening to me?" she said weakly.

"PENNY!" Ruby shot forward and pried her friend out of the wall, stopping her head from spinning afterward. "Are you okay?!"

Penny immediately brightened up at the presence of her friend. "Ah, Ruby! Good to see you back! Unfortunately, we do not have time to—"

GYAAAOOOON! Everyone flinched at the loud roar, their blood turning cold as Ben whirled himself toward where it was coming from. "…Lisa? I think we'll have to put a raincheck on our interview." Everyone craned their heads up to see the Grimmungousaur stomping its way toward them, its violet eyes glowering at them. It was initially focused onto Penny, but then once it saw Ben, it let out another roar, recognizing its past opponent. GYAAAOOOON! Ben took a step back and winced as the roar assaulted everyone's ear drums, though the hero didn't seem too impressed. "Yeah, that's right, buddy. I'm back to play with you some more." He shifted his eyes back to Lisa and Greg, jerking his head away from the battle field. "It's REALLY not safe here, ya know. Follow my team, they'll get you to safety."

"A-And what about you?" Lisa asked as the team and Lionheart gathered together with them, with Greg letting out a girlish shriek at the sight of the lion mutant before collecting himself.

"Me?" Ben smiled and gave a thumbs up to the camera, before then jerking it back toward the Grimmungousaur. "I'm gonna put on a few pounds. You might wanna step back to get me in frame." With that, Ben activated the Omnitrix once again and found the familiar icon, grinning when he saw it. He gave the beast before him a quick glance and smirked. "Alright, big guy. You wanna REAL fight? You got it!" He slammed the Omnitrix down and a bright flash of green light enveloped him… for all of a few second before he began to grow. Lisa and Greg's jaws simultaneously dropped as a huge shadow was cast over them and the others, the team all wearing ear to ear grins and cheering the moment they saw the alien. Once the Vaxasaurian was at full height, he balled his fists and delivered a strong right hook to the Grimmungousaur's face, making it stagger back before he reared his head back and roaring out his name; "HUMUNGOUSAAAAUURR!"

"WOO-HOO-HOO!" Nora raised her arms up into the air and jumped up high, now thoroughly hyped up enough so that she drowned out the others. "ALRIGHT! Humungousaur's BACK! And—oh, COME ON!" All of Nora's hype was gone the moment the Grimmungousaur rose to its full height, the creature still a head taller than its uncorrupted counterpart. "Are you KIDDING me!? Even at full height, Humungousaur's STILL shorter?!"

Yang's face soured at the beast that her boyfriend was facing off with. "Ugh! That is SO not fair!" She cupped her hand around her mouth and shouted up to the hero; "Hey, Green Boy! Don't worry about the height difference! You can still kick its ass!"

As the cheering went on, Lisa and her camera man were still utterly dumbstruck by what they were seeing before them. "I… I… there are no words, ladies and gentlemen." she spoke into her microphone. "We are witnessing a stand off between two enormous lizards of gigantic proportions! This next fight oughta be good!"

Much to their surprise, Humungousaur smirked and craned his head downward, looking straight into the camera. "Oh, trust me, it SHOULD be, alright. But still, ya might wanna stand back a bit." His eyes then shifted over to Yang. "And don't worry, Goldie Locks. I ain't worried. This bozo might be taller… but I've got something IT doesn't." He offered her and the team a wink as he reached for the Omnitrix on his chest. "It's time I showed you that little surprise." Before anyone could asked him what he meant, Humungousaur slapped the Omnitrix on his chest… and four silver anchors suddenly appeared and locked onto his chest, followed by a green light shooting from out of the Omnitrix and over Humungousaur's whole body… changing him even further.

The first noticeable change was the addition of thick, black, scaley plates on his chest and stomach, acting as a sort of armor for him. Along the sides of this armor were long, silvery spikes that went up and down the length of his pectorals and stomach, jutting out at an angle. Next was the change in skin color from brown to deep green, followed by more armor plating on his arms, legs and knuckles, with the ends of his fingers now ending in sharp, black claws. The plating itself had a steel grey color, and they appeared to all be made of metal. Next came the addition of a huge shell on Humungousaur's back, one that was made of the same dark scaley plates as the ones on his underbelly. The scales were also on his shoulders as well, resembling pauldrons, and there were two rows of huge, silver spikes going down his shell, six on each side.

The green light finally made it up to his head and neck, where more dark armored plates began to appear, ending in a large, helmet-like headpiece forming around his head, resembling a sort of mask. A pair of horns grew out of the top of his head and his lower jaw while a pair of large canines now protruded from his lower lip. A trio of white horns began to appear out the top of the helmet itself, the last one being larger than the others and jutting right out of his forehead. Finally, at the end of his tail, a huge, spiked club suddenly appeared, the new addition slamming against the ground instantly to make it shake.

Once the transformation was complete, the teens, Winter, Raven, Qrow, Lionheart, Lisa and Greg could only stare with their mouths agape at the creature before them, the giant green alien glowering directly at the Grimmungousaur… which seemed to be somewhat surprised as well. Yang's lips parted and she uttered; "No… fucking… way."

"Everyone," the Vaxasaurian lurched forward, balling his fists as he readied himself for combat. "Meet… ULTIMATE HUMUNGOUSAUR!"

…..

A/N: …Yeah, you guys saw this one coming a mile away. And you were right, the Evolutionary Function has returned and we've got Ultimate Humungousaur! A long time ago, I once said that the Ultimate Aliens "wouldn't be appearing anytime soon" in the story… well, it's been two years, so I guess that counts as "not anytime soon". Trust me, I knew that I WANTED to include the Ultimates in some form, but I had to get the Evolutionary Function back into the Omnitrix first. And lo and behold, we have it back! …However, like Azmuth said, there's a bit of a stipulation with it, and we'll be finding that out in the next chapter via flashback…

But hey, why don't we focus on Ult. Humungousaur for a minute, huh? I think you'll notice that he's actually sporting an appearance that's a bit more similar to the one from Omniverse than from Ultimate Alien (albeit with a few changes since it's Ben and not Albedo). Well, that's because, in a rare occasion, I actually LIKE that design a bit more than the first one. I don't know, I just really liked the extra armor on Omniverse Ult. Humungousaur, I thought it fit him quite well. Of course, like I said before, I just changed up the design a bit to fit more toward Ben than Albedo. The metal pipes in his arms and legs are now armor plating for example, and he has a LOT less spikes and teeth. In general, he's just a lot less scary-looking than Negative Ult. Humungousaur.

Of course, Ult. Humungousaur isn't the ONLY thing that happened in this chapter. Apart from the MASSIVE battle, we got the first real interaction between Ben and Lisa, and it seems he's actually quite glad that the press isn't on his case (for once). Then there's the fight up at Beacon (and the face off between Cooper and Cinder which I really enjoyed writing and you all probably know why), and of course, Rath delivering a volley of wrestling moves onto Leonidas which finally gets that crown off his head! Lionheart is free! …And he's still a mutant. Well, can't win 'em all, I guess.

Alright, here we go! NEXT TIME! After a quick flash back to when Azmuth gave the Evolutionary Feature back to Ben at the house, we get things started with Grimmungousaur vs Ult. Humungousaur! But there's still the matter of what's going on up at Beacon. How will our heroes be able to get Cinder and her cronies away from the school again? And will everything go smooth down in Vale? Well, tune in next time to find out! Thanks for reading everyone, and I'll see you all later! Stay safe out there!