In a flash of light Sparta appeared with the three fools with some of there clothing ripped up in some places with Ironwood missing his left shoe and his fake arm.

"it is I who have found these lost souls on a dreadful path and have shown them the path to redemption no thanks necessary but a Statue would be nice." Said Sparta looking very pleased as if he did not just Tortured three people

"What did you do to them?" Asked Jaune who was looking at Winter who was in a fetal position singing the lyrics to what does the fox say.

"Oh a bit of this a bit of that you really don't want to know let's just say it involves a bit lava a bit of a psychological torture/physical torture and a Disney character who tend to steal peoples left shoe." Said Sparta a little to happy ignoring Raven mumbling the words to "THE RAVEN."

"We got to invite three more people." He said not even giving anyone time to response or ask anything with a flash of light there were three people the first person was a teenage girl with a white shirt under a dark blue sweater, black stockings under a black mini skirt, and black high heels. Her hair had also grown longer and was down to her waist.

The second was a 16 maybe 17-year-old boy with black hair that goes down to about his neck wearing a pair of boots a long gray shirt underneath a muscle shirt wearing blue jeans.

The third was a monkey wearing a hat and eyepatch with a shirt and pants with a belt with a backpack holding very large read pistols eating a banana.

"Where the heck are am I one moment I am in the rust bucket now I am here?" Asked Gwen.

"We are all here to read/watch this story about how I go this world called Remnant and I am a teacher. " Said ben Smugly.

"This is nice and all but can someone explain what is going on." Said Kevin

One long explanation later

"Now that is out of the way let's get back to the story" said Sparta playing a game.

"ah can you fix them please?" Asked Rex looking at the general singing "Friday"

"Fine but if there is anymore fighting of any kind then I will make the Death Star look like a fire cracker." Said Sparta without looking up from his game with a wave of his hand they were restored to their former glory and James had his mechanical limb back

"Now who would like to read since Blake is still passed out?" Asked Sparta but before anyone could answer the money raised his hand.

"I would like to read." Said the monkey with a accent shocking everyone except Sparta, Ben and Rex who we're enjoying people shocked faces.

Volume 1 Issue 7: Origin Story and Secrets of the Watch

Headmaster's Office, Beacon Tower; Beacon Academy

5:30 P.M.

Beacon Tower.

The most prominent part of Beacon Academy itself, below the interlocking cogs and gears, is the office of the Headmaster himself, Professor Ozpin. Inside his very office, stood a boy, 16 years of age, from an alternate universe. On his left arm, he wielded an extremely powerful device that allowed him to transform into a million extraterrestrials from his universe. Professor Ozpin listened intently as this boy, Benjamin Kirby Tennyson, was about to narrate his origin story and the rest of his past.

"It all started 6 years ago when I was 10 years old. I went on a camping trip over the summer with my Grandpa Max and my cousin Gwen. I went off by myself and saw what looked like a meteorite land nearby. I went to investigate and discovered that what landed wasn't a meteor at all, it was a space pod. The pod opened and I found what it looked like some kind of watch with a green hourglass symbol on it. It wasn't until later that I found out it was the Omnitrix." Ben proceeded to explain, how he found the Prototype Omnitrix during his summer vacation.

"So, you just took a strange looking watch out of a pod from outer space and it slapped on your wrist?" Glynda couldn't help but ask the young man in front of her. Ozpin and Velvet eyed Ben with a sort of suspicious look, wondering if he really was that curious to do such a thing.

"Ok I can see how you would think that." Said Ben noticing the looks of suspicion on everyone face.

"Well, no," Ben admitted, scratching the back of his neck. "It sort of latched onto me." He spotted that numerous looks of skepticism from Ozpin, Glynda, and Velvet shot his way. "I'm serious. As I got closer to the thing, it jumped out at me and wrapped itself around my wrist." He tried to plead his case but to no avail. Noticing how fruitless it was, he resumed with his narration. "I kept trying to get the thing off when I accidentally turned the thing on. It was the very first time I went alien," Ben continued to explain as he chuckled reminiscing the distant memory. "And I freaked out."

"Wow, I can believe that," Velvet said, giggling at her new friend. She understood now that the watch on his arm was called the Ultimatrix. She also was made aware that the device on his arm allowed him to transform him into different aliens. The rabbit Faunus was fascinated that her new friend, who saved her from the Grimm, literally had the power to transform into creatures from outer space.

"What does it feel like when you transform?" Asked Ruby.

That is when everyone stoped and looked at our hero.

"It is kind of hard to explain really but imagine this living your hole life as a pyronite changing into a piscciss Volan were one moment you could not even Touch water you have to swim to the deepest depths you feel as if you lived in entire body for your entire life body knows what to do but you doesn't." Said Ben with a far off look in his eyes.

"I mean suddenly transforming into a completely different alien must've given you a heart attack." The member of CFVY stated, her giggles not quelling one bit.

"Eh hem," Ben coughed as a small blush crept into his visage, when he recalled exactly how he had reacted the first time, he transformed into the Pyronite, whom he nicknamed Heatblast.

"So, after you realized the Omnitrix, allowed you to turn into different aliens, you were inspired to become a hero?" Ozpin let his curiosity be known. To be honest, he was quietly impressed with the story and Ben's avidity to use that power for a good cause.

"Well, even when I was a kid, I could never turn my back on somebody in need. But I was just a ten-year-old, what could I do? But that all changed once I got the Omnitrix and realized that this time, I could make a difference."

While Glynda rolled her eyes at Ben with a small noticeable smile, Ozpin and Velvet were surprisingly awed by his desire to help others.

Ozpin let out a small smile as the admiration he felt towards the young man, began to materialize on his face. "Ben Tennyson, truly you are a noble soul. Even at a young age, you were quite selfless."

"Err," Ben scratched the back of his head, on hearing those words. "Not always."

"Oh?" Ozpin was a bit intrigued. "How so?"

"Yes how so have you used my creation besides being a hero?" Asked Azmuth

Ben heaved a deep sigh as he continued. "There have been times when I used the Omnitrix for personal stuff. Or when I let all the fame go to my head and I started making mistakes."

"Ben," Ozpin retorted empathetically. "There's nothing wrong with making mistakes or behaving selfishly at times. You were just a child and nobody should expect one so young to be a saint. The most important thing is that you learned from it and it has made you a better person." The headmaster's tone validated the true nature of the words he spoke. Ben's narration only resulted in him becoming more enthused with the young boy. Ozpin had come to the conclusion that this young man before him was also honest. To be frank, the grey-haired man would have only been suspicious of the 16-year-old, had he not been truthful about his actions.

"Professor Ozpin is right, Ben," Velvet stated softly, as she took hold of his left hand and held them between both her hands. Her gaze met his. "Everyone makes mistakes, but we have to learn from them and use it to better ourselves."

Truly wise words if only I had learned from my mistake." Said Azmuth sadly

Despite his initial mistrust of Ozpin, Ben couldn't help but find himself touched by the Headmaster's words, and also the rabbit Faunus's sweet words. For some reason, he found himself a bit at ease at the moment.

"So, Mister Tennyson?" Glynda directed towards him, drawing Ben's attention "You've told us that you're a celebrity/superhero in your universe. Is that correct?"

"Yeah," Ben responded rather meekly, wondering where Miss Goodwitch was going with this. Deep inside he hoped, it did not turn into what he feared at the moment.

Glynda tilted her head in curiosity, "Does that mean you have super-villains to fight?"

Ben gave out a loud laugh at that, as the memories of all the fights he had encountered filled his mind. "Oh, I've had plenty."

"How manny more enemies do we make?" Asked Gwen "

"To many!" Said Both Ben and Kevin.

"Even as a child?" Glynda couldn't help but ask questions, her curiosity getting the better of her.

Ben nodded. "I don't know why but just about everywhere we went during that road trip, there was always some villain I had to use the Omnitrix to stop. Dr. Animo, the Circus Freaks, the Forever Knights..."

"Do any of them qualify as your arch enemy?" Velvet cut in to inquire further.

Everyone present was taken back when Ben suddenly scowled and clenched his fists in vexation.

"Yeah," The Ultimatrix wielder resumed coldly, which took everyone aback even further. "There's one. Vilgax."

Even Ozpin had to pause at the sheer amount of venom in Ben's voice when he mentioned that name. "Vilgax?"

"An alien conqueror obsessed with getting his hands on the Omnitrix," Ben paused for a bit to shift his gaze towards Ozpin. His demeanor augmented the seething anger in his tone. "Remember how you said some people might see it as a weapon? He certainly did. In fact, he wanted to create an entire army of Omnitrix users."

"Now that is terrifying a hole army of matrix users there would be no stopping them." Said Yang with everyone even the Now wake Blake with terrified looks with Ozpin thinking 'Salem must never get her hands on it!'

An eerie silence quickly prevailed over the room as the three other occupants remained stunned upon hearing that. An entire army? Ozpin tried to imagine such a scenario. Hundreds, possibly, thousands of shape-shifters. And even now, Ozpin was not aware of the full extent of the Omnitrix's power. A strange sensation filled the headmaster of Beacon. A little bit of fear and a small bit of apprehension crept into him. The fact that he would experience something like this was incredible in itself. However, this fear he now felt, stemmed from the singular thought that if Salem discovered that one of his students, a boy from another world, possessed a power that surpassed that of the Relics and the Maidens themselves. If she were made aware of this, and in the worst case, if this power fell into her hands, all hell would break loose.

"Who is Salem?" Asked Jaune looking at the headmaster but it was Raven who Answered.

"She is the very definition of a monster she is the leader of the grim she can't be bought, she can't be reasoned with and she can't be stopped." Said Raven ignoring the glare from her brother.

Glynda, on the other hand, couldn't believe her eyes or her ears. The young shape shifter from another dimension in front of her had such a deep hatred for this Vilgax, and his evil idea of using this Omnitrix, to conquer the universe.

"Oh my Oum, that was his plan? No wonder he was hell-bent on conquering your universe." She blurted out rather sympathetically.

"Yeah, I know," Ben retorted with downcast eyes. Velvet beside him tried her best to soothe him by holding both his hands.

"I remember the very first time I fought him." The Ultimatrix wielder clenched his jaw in aggravation. "No matter which alien I turned into, he just kept on knocking me around."

"It didn't help that he made the watch glitch out turning me into different things at random." Said Ben with hate in his voice.

This really got Ozpin's attention. A being that was capable of holding its own against a multitude of Ben's aliens? It was small wonder why this teenager in front of him wasn't fond of this Vilgax.

"And even when I was older and a little more experienced, he still gave me a hard time," Ben added, his countenance not changing one bit.

"How much trouble could he have given you?" Asked Weiss with everyone looking at him.

"You know how Big Chill could turn intangible he could still touch me." Said Ben.

The only thing Velvet, and Glynda wanted to know was how Vilgax was like, in a fight. Ozpin, however, could deduce from Ben's eyes that this Vilgax, enjoyed multitudes of combat experience that too against countless powerful foes. And was capable of putting, even the best of the Huntsmen and Huntresses to shame.

"Well, Ben," Ozpin gently urged. He readjusted his glasses and his gaze trailed passed the other two occupants of the room and met that of the boy in question. "Your story is indeed amazing. I can see that this Vilgax was quite the ruthless character. I don't know how you could have possibly faced anyone as dangerous as him."

Ben gave out an empty laugh that signified he had seen much worse. "Don't be too sure." He cut off Ozpin. "There was a time when I faced the Highbreed, back when I was fifteen."

"The Highbreed?" Ozpin exclaimed rather astounded. He never expected Ben to have faced enemies stronger than this Vilgax. Even imagining such a thing seemed absurd to the grey-haired man.

"Yeah, this race of plant aliens who thought they were better than every other species in the universe because of their genetic purity," Ben proceeded to convey the tale of his battle, to satisfy Ozpin's curiosity. "They were secretly invading Earth, enslaving humans by turning them into these things called DNAliens, building weather towers to make the planet colder for them to thrive on. I and my team were able to thwart them time and time again..."

"In other words they banged each other too much." Ben said as Gwen smacked him.

"You spend too much time with Kurumu." Gwen said.

"You have a team?" Ozpin yawped out. To the grey-haired man, the more he learned about the boy, the more mysterious he seemed to be.

"Yeah, my cousin Gwen and my former enemy-turned-friend Kevin Levin," Ben remarked, smiling fondly as he thought of them. "Sure there were times when our team needed a little work. But when all is said and done, we were always there for each other."

Glynda raised an eyebrow, slightly curious at Ben's display of fondness for his family and teammates. Velvet and Ozpin too took note of it.

"So... this Kevin Levin?" Velvet interrupted, breaking the sudden silence, that had taken form. "You did mention that he was your best friend, even though he was once the enemy that tried to kill you back when you were ten years old?" The rabbit Faunus's voice exuded a bit of anxiety when she stated that.

Now that got everybody's attention making Ben cringe, regretting how casual he had been about that earlier.

"You're serious right?" Glynda narrowed her eyes. "There must be quite a story to that. Care to share with us before we continue?"

"Not going to tell you that is personal if you want to know Asked Kevin" Said Ben giving no room to argue.

"Sorry but that's personal," Ben affirmed. His visage clearly proffered he was not going to shift from his current stand. "We were enemies when we were kids but now he's my best friend and frankly, that's all you need to know.

"Glynda, please," Ozpin turned to his second-in-command. "If Mr. Tennyson does not want to share it with us, then we have to respect his personal space."

Glynda nodded her head in acknowledgment, as she refrained from persisting on with the subject.

Ben exasperated in relief, but still, made no effort to engage on that topic any further. It wasn't his place to talk about Kevin's life.

"You mentioned something about the High breed's true plan," Ozpin pointed out, deciding to shift back to the topic. "What was it?"

"A hyperspace jump gate," Ben retorted in reply. "A portal that allowed them to bring their fleet right to Earth."

Ozpin's eyes gleamed upon hearing this. Not only did Ben's universe have incredible life forms, but also amazing technology. Maybe, if they found a way to get Ben home, he might let Glynda, Qrow, and James tag along.

"I might but you can not bring anything back this means you Ironwood." He said glaring at him still angry about the gun to the head

"But it wasn't just Earth they were after," Ben resumed. "That was just the starting point. The Highbreed wanted to wipe out the entire universe. The fleet was too powerful to fight, so there was only one thing to do," Ben said. "We went straight to the Highbreed's homeworld and confronted their leaders."

"A risky tactic," Glynda voiced out. "However, if their main forces were out attacking other planets, the leaders themselves would be vulnerable."

"Yeah," The wielder of the Ultimatrix replied in agreement. "The Highbreed Council. When we confronted them, we learned the real reason why they wanted to wipe out the universe."

"The real reason?" Ozpin echoed.

"At first we thought they wanted to destroy every other race simply because of their superiority complex. Turns out, their obsession with genetic purity caused their entire race to become sterile from inbreeding.

"Ewwww." Nora gaged.

"Told you so." Ben said.

They were the last generation of Highbreeds and they decided that if they were going extinct, everyone else should too."

"That is the most stupid reason ever" Said Summer with Everyone agreeing and Blake thinking of the new White Fang.

"So let me get this straight," Velvet spoke up. "These Highbreed guys decided to destroy the universe because they were dying and wanted to take everybody else with them?"

"Yep." Ben nodded in response.

Ozpin and Glynda shared glances with each other, reflecting upon the incredible lengths the Highbreed went, only for what could be considered as just a way to make themselves feel better.

"Fascinating," Ozpin riposted as he laid a finger on his chin. He began to look at the teenager in front of him with a newfound admiration and curiosity. "And how did you stop them?"

"Well, the Omnitrix had the ability to heal damaged DNA. So I used it to spread a universe-wide wave of energy that gave each Highbreed different DNA from my Omnitrix."

Did the original Watch have that ability," Asked Blake looking at Azmuth.

"No I did not have enough time to install it" stated the Galvin

"Wait, what?" Glynda frowned. "You mean there wasn't some great battle to the end? You healed them? After everything they did?"

"Sometimes it is better forgive then to hate someone forever." Said Sparta, with Ozpin agreeing from his very very long life.

"The Highbreed had us outgunned and outmatched," Ben tried to lay the queries of the second-in-command of Beacon to rest. "They would've overpowered us if we continued fighting them. So I figured if I could save them instead, they would call off their fleet."

"But due to their obsession with genetic purity," Ozpin cut in. "I doubt they were initially pleased with how you helped them."

"Got that right," Ben stated dryly. "They were originally going to kill themselves over it. But this Highbreed I became friends with, Reinrassic III, showed up. He had gotten some of one of my plant alien DNA a while ago and used it to convince the Council having different DNA wasn't really that bad. They called back their army and anointed him the new Highbreed Supreme."

"I still can't believe you made a friend with our enemy." Said Kevin. "He made friends with you." Gwen pointed out.

"Oh I did more than that." Ben said.

"So you saved the universe not through force and power, but through understanding and healing," A gentle smile spread across Ozpin's lips. This was an indication of how much respect he had now developed for Ben, due to the course of action he had decided upon. "The one who created the Omnitrix must've been so proud to have their creation be used the way it was meant for."

"I was Very proud of what my creation has brought now only if she would come back." Said Azmuth with a tear in his eye Thinking about Zennith.

"Well, I did have help," Ben replied rather cheekily, remembering all the times he used to brag about saving the universe without giving credit where credit was due.

"One thing I don't get it though," Velvet spoke up as she bit her cheek. "Whatever happened to the Omnitrix and why do you have the Ultimatrix instead?"

"I have been wondering that my self." Said Blake.

"Oh that," Ben Tennyson responded with a sly grin. "Well, it all started with this Galvan called Albedo."

"Galvan, are these the super intelligent species that you told me from your universe that created your watch?" Ozpin questioned. He tried his best, but the headmaster of Beacon now found himself unable to keep his curiosity in check. It threatened to boil over.

"Yes, Professor, they're kind of like frogs, and remember I transformed into Grey Matter back at the police station? Yeah that form I transformed into is a Galvan," Ben assuaged the headmaster's dubieties. "They're really smart, but can also be pretty aggravating at times. Albedo was the assistant of the Omnitrix's creator, Azmuth."

How Manny people did help create the Omnitrix?" Asked Ruby .

"Just two One was Albedo and the other was Myaxx she is Chimera Su Generis or Vilgax species." Said Azmuth

"Is this Azmuth a Galvan too, as you claimed that he is the smartest being of five galaxies and the creator of the Omnitrix and Ultimatrix?" Ozpin's curiosity had broken open the chains that kept it caged. Now, he wanted to know everything about the mysterious creator of such a powerful device.

"Yeah, he is the creator of both," Ben replied. "Anyway, Albedo didn't think an inferior human was worthy of using the Omnitrix, so he made a copy to prove he was better. The problem for him was that his Omnitrix was synced to mine."

"How was that a problem?" Glynda interrupted.

"Well, my DNA was the default so he always turned into a copy of me whenever he changed back. He came to me and told me stuff like how he was the real creator of the Omnitrix, how it was flawed, risked putting a hole in the fabric of the universe, stuff like that. I was able to figure out he was lying, so he attacked me and my team."

That was tough but no were near as tough as Vilgax." Said Kevin.

"That would've been a sight to see," The grey haired man adjusted his spectacles. A small smirk crept onto his face. "Two guys with the exact same powers duking it out. Kind of fits the saying about how you're your own worst enemy."

"During the fight our Omnitrix's got stuck together and created an energy wave that damaged Albedo's human form, turning him into basically a negative version of me," Ben continued when Ozpin had finished speaking. "Think of me with white hair, slightly paler skin, white eyebrows, red eyes, grey pants and a red jacket with black stripes." The two professors and the rabbit Faunus pictured the image in their head. "Then Azmuth showed up and disabled his Omnitrix, leaving him stuck as an imperfect clone of me. After that he got sent to prison."

"There was no greater punishment I could think of." Said Azmuth.

"I agree who would like to be in the body of Ben." Said Kevin smirking

"Please don't say that I actually switched bodies with him the worst half hour of my life, don't ask." Said Gwen noticing the looks of everyone.

"That's nice and all but where does the Ultimatrix come in?" Velvet asked.

"Well the Ultimatrix was one of Azmuth's other projects that Albedo stole after he managed to escape from prison. Once he got it, he teamed up with Vilgax to get my Omnitrix."

"Why?" Glynda shot out.

"His Ultimatrix was still in sync with my Omnitrix," Ben continued to explain. "Anyway, their team-up worked. They captured my team, threatened to kill them unless I handed over the Omnitrix...so I did."

"You did what!?" Said Qrow With everyone gaining wide eyes.

Most presents stared at Ben in shock and amazement. They couldn't help but be disgusted at this Albedo and Vilgax's actions. Ozpin, however, even though he didn't like this Vilgax and Albedo, he was of the opinion that Ben's selflessness and compassion of putting others before him really did make him a hero in heart, mind, and soul.

"Fascinating, Benjamin, I find your compassion for others to be an incredible strength." The headmaster applauded the teenager in front of him. The intonation of his voice corroborated the emotions he felt inside.

"What happened next, Ben?" Velvet urged him on.

"Well, we had to retreat since Albedo and Vilgax had both the Omnitrix and the Ultimatrix. At the moment all seemed hopeless. I was ready to just give up. Then Azmuth showed up and gave me a bit of a pep talk and an idea. When we faced Vilgax again on his ship...I activated the Omnitrix's self-destruct sequence."

"The same self destruct that could destroy the universe." Gwen said, getting wide Eyes from everyone in the room who didn't know.

Now everyone stared at him, wide-eyed in disbelief.

"You were willing to sacrifice all that power for the sake of defeating your enemy?" Velvet asked with awe and admiration taking over her tone.

"There was not much else I could do," Ben riposted. "If we couldn't get the Omnitrix back, we could at least prevent Vilgax from using it."

"A pragmatic solution," Glynda spoke up.

"Vilgax thought I was bluffing," Ben said, clenching his fists. "And he learned the hard way I wasn't."

Everyone was put off by the coldness in Ben's tone. That must've been a dark day for Ben. And it showed just how much contempt he truly held for his arch-enemy.

"That must've been hard for you." Ozpin laid a hand on his table.

"It was," Ben admitted. "But it was worth it if it meant stopping that psychopath."

"D-Did Vilgax die?" Velvet meekly questioned.

"If That did not kill him then I don't know what can." Said James with everyone but the three who were there agreed.

Ben shook his head. "The self-destruct hurt him, but I faced him enough times to know it wouldn't take him down. So, I forced Albedo to give me the Ultimatrix."

"is there anything that can kill him?" Asked bobo looking at Ben.

"If there is I have not found it."

"How did you do that?" Glynda wondered.

By activating the Ultimatrix's self-destruct sequence unless he handed it over to me." Ben answered.

This took everyone by surprise. Though Velvet smiled at him, she knew he had the potential of being a true hero just like the Huntsmen and Huntresses here in Remnant.

Ben simply blushed at her direction, causing her to giggle as he continued. "So, Albedo gave me the Ultimatrix and I used it to fight Vilgax. Our battle caused his ship to fall into the ocean. As it started sinking, Vilgax turned into a giant squid monster, but I beat him before escaping. I didn't see him escape, but I doubt he's gone. He'll come back, I know he will. And when he does, I'll be ready."

"I will always be ready for a fight Vilgax and this time I will be prepared." Said Ben

"And Gwen and I will be there along side you," Said Kevin.

Silence filled the air as the two Professors and rabbit Faunus of Team CFVY started seeing their new guest in a whole new light.

"Ben, if I may ask you, what exactly makes the Ultimatrix different compared to the Omnitrix?" Ozpin took his arm off his table and cupped his chin.

Ben cringed. He should've known that someone would ask that once they learned there were an Ultimatrix and an Omnitrix. He didn't want to reveal the Ultimate forms just yet, but if the Atlas Military or scientists found out, then that would give them more reasons to contain him. But, Ben looked at Velvet, and then the two professors in front of him, he decided that he'll just reveal the whole thing to them since there weren't any Atlas personal anywhere since they're all up in the cold continent of Solitas.

"It was able to make Albedo's aliens stronger than mine," He said, which was technically true. "When we fought, he completely owned me. I didn't stand a chance."

"Care to elaborate on that?" Ozpin asked curiously, as Glynda and Velvet both leering in on wanting to know the difference between the Ultimatrix and Omnitrix.

Ben sighed, as he explained. "You see, the Ultimatrix has the ability to hyper-evolve my aliens into their Ultimate Forms, granting them new powers and new abilities that make them more powerful than ever. The Ultimatrix does this thanks to a special feature called the Evolutionary Function. According to Albedo, the Evolutionary Function works by placing the DNA of the alien in a certain simulation, making it suffer the worst possible scenario in millions of theoretical years to "force" evolution in the genetic code in the virtual environment; the evolutionary developments are then modified into the existing DNA. This "survival of the fittest" method of evolving the aliens makes the Ultimates more suited for combat. When Azmuth saw the modified Ultimatrix for the first time, one of his complaints about it was that the Evolutionary Function was 'begging for trouble'." Ben concluded with his, explanation of the Ultimate Forms and the Evolutionary Function of the Ultimatrix.

"And I still think that it should be destroyed it will lead to nothing but trouble." Azmuth stubbornly.

Ozpin and Goodwitch's eyes widened. Not only did Ben's watch only transforms him into extraterrestrials from his universe, but also had the ability to evolve his forms into their ultimate forms. Velvet, though, was shocked and amazed at the same time. Her new friend had the ability to evolve his alien forms into a more powerful version of themselves.

"Care to show us an example of these Ultimate Forms, Benjamin?" Glynda let her curiousness grew. She wanted to know how Ben, transformed into an Ultimate version of the aliens he transforms into.

Ben nodded, as he activated the Ultimatrix. The core popped up revealing an emerald green alien hologram. He then began to cycle through his playlist, turning the dial clockwise, while Velvet, leaned in closer and peeked as she waved her hand over the hologram.

"What are you doing?" Ben's voice was laced with slight annoyance.

"I'm just curious, I didn't know it's a hologram," Velvet giggled softly.

Ben smiled at her, "Yeah, like I said, my watch is Level 20 alien technology." He finally stopped at the familiar hologram that Velvet would recognize.

He then pushed the Ultimatrix core down blinding Velvet and the two professors in a flash of emerald light. When the light died down stood a familiar looking blue four-armed monkey with the green hourglass symbol on its chest, Velvet recognized this form when she was saved by Ben from the Ursa Grimm. Ben transformed into his Arachnichimp form, Spidermonkey.

"Spidermonkey!" shouted Ben, as he did a pose. He looked at Velvet, who was smiling as she recognized this simian, while Ozpin was smiling, Glynda's eyes just widened slightly before she took a deep breath to compose herself. Seeing this boy with a powerful device from another universe, was quite shocking. But she knew that Ben had six years of experience despite having little training by his grandfather and the Plumbers.

"Oh my, Ben... that's the form you used to save me, amazing!" Velvet stated in awe, as she took out her scroll, and took a picture of the Arachnichimp. She'll save this as her wallpaper and hope Ben could meet her teammates.

Well at least you took that picture out in the open sometimes my super obsessive fan girls try to break into my house take pictures of me while I'm sleeping or in the shower." Said Ben with a shiver running down his spine.

"Sometimes Mizore and Kurumu try to join you." Kevin teased.

"Now, Velvet, Professor Ozpin, and Goodwitch," Spidermonkey said, drawing the attention of the three onto him. "The three of you will now witness me change into my Ultimate Form. As I say in desperate situations, there is a time to go hero, and there is a time to go ULTIMATE!" Spidermonkey then pressed the Ultimatrix symbol on his chest, causing it to grow four spikes. The two professors and rabbit Faunus of Team CFVY watched as a ring of emerald green light consumed the Arachnichimp.

Spidermonkey was now different, as he now has a large gorilla-like body with purple skin and black fur. He has three pairs of eyes. He has lost his tail and his extra pair of arms, but they are replaced with two pairs of retractable spider legs that can fold into his waist. He now wears the evolved Ultimatrix symbol on his chest.

Spidermonkey had just evolved into Ultimate Spidermonkey, a hyper-evolved Arachnichimp with the body of a gorilla with 4 retractable spider legs.

"Ultimate Spidermonkey!" Ultimate Spidermonkey shouted as he beat upon his chest like a gorilla.

"Your the love child of a Beringel and a Spider Grimm, just without the Illusions." Blake said.

Ben then began to shoot web out of his mouth, as he aimed his webbing at the ceiling. As it made contact with the cogs and gears, the webbing began to form a cobweb-like shaped web. Glynda then took out her riding crop as she used her semblance to clean the web off from the cogs and gears with just a flick.

"What is it like to evolve like that?" Asked Raven not taking her eyes off the screen.

"it feels the same way but I am stronger faster and sometimes more aggressive." Ben said remembering when he first turned into ultimate Spidermonkey.

"Well it seems to me you got the better deal blowing up the Omnitrix and taking the Ultimatrix for yourself." Velvet noted.

Ben just gave another half-hearted chuckle at that.

"So, did you have any recent adventures before you got blasted here?" She continued with her inquiries.

Now Ben was in a tough spot. His most recent adventures had been the whole Aggregor mess and when he ended up in Rex's Universe a while back. If he talked about Aggregor and his plans for the Forge of Creation, how would they all react if they learned there were an entire species capable of warping reality and that Ben had their DNA in his Ultimatrix?

"WHAT? I CANNOT ALOW A MER TEENAGER HAVE SUCH POWR!" Said James shouting before he grab Azmuth and pointing his gun at him.

"You are going to make another Ultimatrix for the Army and you are going to let us go!" Said James before dodging Raven's sword.

"No he is going to make more for my men and we are going to stop Salem!" Raven Said before blocking Winters swords.

Before Ben could reach for the watch Sparta transformed "I GAVE ONE FINAL CHANCE AND YOU BLUE IT NOW YOU SHALL SUFFER A FATE WORSET THAN DEATH!" Said DARTH SPARTA in a new form. Now he was Six foot with a crown made of Bones With three Blood Ruby's wearing a full red body trench coat and instead of legs there were tentacles with Swords and Spear heads on the ends

"AFTER THIS YOU WILL FACE MY PET AND HE MAKES VILGAX LOOK LIKE A PUPPY!" DARTH SPARTA shocking everyone if his pet made the conqueror of worlds look like a puppy then how powerful is Sparta?

"I believe that will be enough for now," Ozpin said, suddenly getting up from his chair. "We shouldn't force Ben here to tell us all of his adventures in one sitting. We have learned some very interesting things about him."

Glynda minus Velvet stared at Ozpin in shock.

"I must say, Benjamin, you are quite the hero, but I have one question for you, do you know who sent you into our world?" Ozpin asked, curious about who sent the young shape shifter in front of him.

"To be honest, I have no idea... I mean the only person who I think who can send me to places somewhere in time and space would be Professor Paradox," Ultimate Spidermonkey explained with some knowledge of the Multiverse.

"P-Professor Paradox?" Glynda blurted out in shock.

"Is there something you would like to share with the class?" Asked Qrow looking at The headmaster assistant.

"I have no idea who he is on till the prologue." Said Glynda

"He is a time walker, a person who has the gain the ability to travel any point in space and time within reason and has knowledge of timelines. Even though there are rules of time travel that he must obey and follow, he can bend the rules of time and intervene when he wants to." Ben explained.

"Interesting, so this Professor Paradox, can bend the rules instead of breaking them." Ozpin was amused upon hearing that this Paradox person was like him as they could both bend the rules when the situation deemed it as a necessity.

"Well, Benjamin, I believe that'll be enough for now. Since it is already late, why don't you and Velvet go to either of your dorms and you can continue talking about your adventures with her. Also, dinner is from 6 to 8 PM." Ozpin stated in an authoritative tone, directed towards them with a small smile on his face.

"Okay then." The hyper-evolved Arachnichimp agreed, as he turned back into his devolved form and then back to normal.

"C'mon Velvet, I'll tell you more about my Ultimatrix, and I might let you use it." Ben teased with a smile as he and Velvet happily walked out together to the elevator.

As soon as they left, a peculiar though occupied Ozpin's mind 'This is turning out to be an interesting year...'

Team CFVY's Dorm, Beacon Academy Dorms

6:20 P.M.

After eating dinner with her new friend, Velvet brought Ben back to her dorm, as she wanted to use her camera to take a picture of Ben's alien monkey form, that he nicknamed "Spidermonkey."

Ben was curious about what her weapon was exactly and so inquired her about it. Velvet showed him her weapon, as he began to observe it from all angles. Velvet's weapon of choice consisted of a camera and a box. The box was a large wooden chest, with golden metal bands covering the edges, and Velvet's heart emblem imprinted on its front. The box itself was about the size of a handbag.

The Rabbit Faunus explained to Ben that her semblance was the ability to mimic people's exact moves and use in combat to a degree. However, her Semblance did not allow her to mimic the Semblances and capabilities of others and perform moves that are a direct result of another person's Semblance.

"That would be super helpful against Vilgax." Said Gwen.

"especially against triple S rank Grim." Said Qrow.

"Or level one EVOS." Said Rex Making Said girl blush from the praise

"So, your camera is a conduit that allows you to make light copies of other people's weapons from the photos you take with it?" Ben declared, fascinated by Velvet's weapon making the latter smile as she nodded.

"Yes, Ben," Velvet replied back. "Once I take a picture of that person's weapon with my camera, I put it back inside my box, and the box will project a transparent solid light copy of the weapons in a light-blue outline. In conjunction with my semblance, I'm able to use these copied weapons with skill comparable to their original wielder. The light copies of the weapons retain all of their original functions and abilities, even those that are normally fuelled by Dust."

"However." She pauses for a very brief while to see it was following what she was explaining at the moment. "Every time I use one of the weapons I copied I lose it, in due to only lasting for a brief period, so even a short fight and long fight requires me to switch copies several times. I must thus carefully moderate my usage, lest I run out of copies." She resumed after being satisfied with her observation.

That is a problem you really need to fix." Said Glynda with Velvet nodding.

"Amazing!" Ben exclaimed in awe, It was no wonder that the technology in Remnant was very similar to alien technology on Earth. Ben could only fathom whether Remnant's Technological Level would be measured at Level 2 or 3. Because in his universe, Earth was at least 500 years away from being a Level 3 Planet, despite being a Level 2 planet with Level 3 and 4 technology such as Nuclear technology and Internal Combustion Engines in Cars.

"Ya Why is that I mean how are still only level 2?" Asked Kevin but no one not even Azmuth had answer.

Also, another fascinating thing he discovered in Remnant was that there was no nuclear radiation here since the technology here on Remnant was fuelled by Dust. If memory served him right, Dust was an energy propellant that was not only used to fight against the Creatures of Grimm, but it was also utilized for everyday use here in Remnant. Everything ranging from ammunition for weapons, fuel for vehicles, home appliances, communication technology, and military weapons in the Atlesian Military in Atlas were all dependant on dust as a power source.

"Has anyone gone to space in your universe?" Asked Azmuth.

"No we don't want the possibility of the Grim spreading to the Stars." Said Glynda.

As the two of them continued talking about weapons, Velvet suddenly questioned Ben about the Ultimatrix. "Ben, I was meaning to ask you." She hesitated for a bit before continuing. "Does your Ultimatrix have a powerful function that allows you to stay in alien form without transforming back?" The inquisitiveness was evident in her voice and visage.

"I was hoping no one would ask that." Said Ben with the two trouble makers looking at him or more specifically the watch.

Ben's eyes widened, as soon Velvet popped that question out of the blue. He knew that like the prototype Omnitrix, the Ultimatrix too had a Master Control Access. A special program that grants full access to all of its functions, including one that enabled the wielder to instantly change into alien forms at will without timing out due to the limiter being disabled with Voice Command and mental thought.

"I remember when I first unlocked the master control I was just ten years old it was also the same time I trapped both Vilgax and Kevin in the Null Void." Said Ben with a far off look and a bit sad at the last part.

"I don't care if you saved the hole world with that it is now mine." Said Raven cutting his left arm off grabbing it only to be punched by Rex Machine arm and shot with Bobo lasers.

"NO MORE FIGHTING! BOYS SINCE YOU WERE DEFENDING YOUR FRIEND YOU ARE LET OFF THE HOOK BUT NO MORE! RAVEN YOU HAVE DEFIDE ME THREE TIMES NOW FOR THAT YOU ARE HERE BY BANISHED FROM THIS ROOM. WHEN YOU DIE YOU SHALL BECOME THE THING THAT ALL HUMANS AND FANUS HATE A CREATURE OF GRIM AND WHEN YOU ARE ULTIMATLY KILLED YOU SHSLL BE REBORN AS A CREATURE UNTIL I DECIDED THAT YOU HAVE LEARNED YOUR LEASON AND THEN SOUL WILL NEVER KNOW PEACE YOU SHALL BE A CHEW TOY FOR MY PET FOR ALL ETERNITY! DARTH SPARTA Said banishing the women back to her bandit camp. "Isn't That a bit much yes she broke your rules but that might be little to much?" Asked Glynda but had shut up with a glar from Sparta "DO YOU WANT TO JOIN HER? NO? THEN SHUT UP."

"NOW THAT SHE IS GONE LETS FIX YOUR ARM." Sparta Said. With a snap of fingers Ben's arm disasters and reappears attached to his body

"Y-Yes, Velvet it does," Ben began to explain after a slight pause. The wielder of the Ultimatrix decided to choose his words carefully. "The Ultimatrix has a special feature that can allow that called "Master Control."

"Master Control?" Velvet tilted her head.

"Yes, Master Control is a special program incorporated in the Ultimatrix that grants me access to the full power of the watch." Ben Tennyson flashed his watch at her for a brief moment. "What it does it disables the limiter, allowing me to transform at will or with Voice Command. In layman's terms, I don't need to touch the dial to activate as I think of the form mentally in my mind or I can say the name of the form with my voice."

Velvet's eyes widened as soon as she heard his answer. Her new friend not only had an Ultimate Function but also a Master Control Function. She found it difficult to believe that with a simple voice command his power could go instantly godlike, similar to the story of the four seasonal maidens.

"Can you please show it to me?" Velvet asked softly. "I know you don't want the Atlas military to find out about your device. But I promised you Ben, didn't I? That your secret is safe with me." Velvet said as she softly grabbed Ben's hand promising him not to reveal the Ultimatrix on his arm but to only friends of his choosing including her teammates.

"You would really do that?" Asked Jaune looking at The rabbit girl.

"Yes if it was a Secret as big as that then who wouldn't?" Asked Velvet

"Thank You, Velvet, for keeping my watch a secret," Ben laid his hand on hers, relieved that his new friend would keep it concealed from anyone. This gesture of his earned him a slight blush from his female friend. "Very Well, I will now show you the Master Control Access."

He then began to take off his jacket and handed it to her, as he began to speak to the Ultimatrix. Velvet leaned in as her eyes were focused on the watch curious to see it to believe it.

"Ultimatrix, Voice Command Mode," Ben commanded to the Galvan device on his arm.

"When was that added?" Asked Summer.

"It was added in the second Omnitrix." Said Azmuth.

"This mode is locked and not available." The Ultimatrix responded much to the dismay of its owner.

Velvet stared at the watch in disbelief. Ben's Ultimatrix had an A.I. and it somehow spoke in his voice.

"Command Function Override Code 10," Ben mandated at it again.

"Override Accepted. Voice Command Activated." The Ultimatrix now responded in the affirmative.

"Ultimatrix, Access Master Control; Command Code - 000; Access - 0," Ben commanded yet again.

"Command Accepted. Master Control Access: Granted." The Ultimatrix voiced again, as an emerald green light began to glow on the hourglass symbol, due to the time limiter being switched off now. Ben instantly decided upon the alien he wanted as he transformed without touching the dial, the green light produced as a result blinding Velvet.

When Velvet opened her eyes, she saw Ben transformed into a short alien that she could describe as cute.

In front of her, stood an alien that was about the height of an average human child. It has white skin, a black and white head, a pale face, along with black shoulders. Its hands were large with 4 digits and its feet were mere stubs. It possessed three fin-like growths on its head and gem-like orbs on its arms. Three button-like gems at its waist added to its feature. The section outlining across its chest and on its arms were blue. It adorned the Ultimatrix symbol on its chest.

"I was hoping you would turn into Rath." Said Kevin getting a weird look from everyone except Gwen.

"Why would you want Rath?" Asked Penny.

"because Rath is the alien that makes me want to kick back grab a bowl of popcorn and watch the show." Said Kevin with everyone looking at him like he is crazy.

"I have to agree with that." Said Jaune.

"Ditto!" Ben shouted in a cute child-like voice and pose. The alien that Ben transformed into was Ditto, a Splixson from the planet Hathor, However, unlike his other self-duplicating alien, this Sonorosian he nicknamed, Echo Echo. Ditto and his clones could feel pain due to their telepathic connection, which as a result, negated his ability to create more clones.

As Ditto finished his announcement, he was suddenly pulled into a hug by Velvet. Ben himself was blushing from embarrassment as he was being hugged like a plush toy.

"Why are you always getting hugged like that?" Asked Kevin with Yang getting jealous again.

"it's because he is so CUTE." Squealed Weiss crushing a ditto pillow that Sparta conjured for her.

"Ben! You're so cute!" Velvet squealed, as she cuddled the Splixson's soft body. Ditto who was still blushing created a clone to take his place.

"see bunny girl just confirmed it." Said Qrow laughing at Ben's miss fortune.

Ditto #2, who was now blushing turned to his original. "Dude! Seriously?!" He bellowed at him, still being hugged by the rabbit Faunus.

Ditto Prime then wiped off his forehead, as stuck his tongue out at his clone. "Look, okay... I just wanted to show Velvet, the Master Control Access, and then I choose this form to see if she liked this."

Velvet then looked at the other Ditto, her eyes widening in shock. "Oh Ben, I didn't know you can clone yourself in this form. What do you call this alien?"

The two Splixsons then fixated their eyes at that of the rabbit Faunus. "Well, in this form...," Ditto Prime began but was immediately interrupted by his clone, Ditto #2 who took over. "You can call us Ditto... Me and Prime me here have the ability to self-duplicate ourselves indefinitely to perform multiple tasks."

As soon as Velvet put Ditto #2 down, he immediately ran over to his Prime self and stood right next to him. Then they then began to split themselves into eight more Dittos, resulting in ten Splixsons.

"You see, Velvet, we can multiply ourselves in sheer numbers!" The ten Splixsons explained in unison.

"And I appreciate, you calling me cute...," Ditto #10 said flexing his arms, but then the other nine plus Ditto Prime then turned to him and said, "No way! she was talking about me I'm the cutest!"

The Dittos were about to break into an argument before Velvet whistled at them loudly before giggling at the clones arguing with themselves. "Calm down Ben, I just like all of you especially when you're this cute," Velvet Scarletina continued to chuckle softly as she took out her camera and snapped a picture at the ten spilxson

"still arguing with your self." Said Gwen not at all surprised.

"Why is that?" Asked Penny looking at Azmuth.

"Well Ditto's clones share a link with each other, making it so that if one Ditto is hurt, all the others feel the same pain and if one Ditto is killed, the others are automatically killed as well, thus negating the ability to form an army of clones. Due to the fact that each Ditto is only about as strong, fast and has the reach of a small human child, this puts him at a disadvantage when facing off against a bigger, stronger foe. Normally, Ditto compensates by overwhelming his opponent with sheer force of numbers. If the Dittos cannot agree on one plan, an argument might break out between them." Explained Azmuth

"Oh, thank you...," Ditto Prime bowed his head in response, a slight blush on his face, as his clones snickered at him.

Before Ben could open his mouth to talk to Velvet, the sound of the lock being opened was heard. Soon, the door opened and the three other members of the rabbit Faunus's team entered the room.

Ditto Prime and his nine clones turned their heads towards Velvet's direction and looked at the three new individuals who entered the room. The first one was a teenage girl with fair skin, short dark-brown hair, and dark-brown eyes. She had wavy locks on one side of her face, dyed with a gradient that began in dark brown and transitioned to caramel.

Her clothes consisted of a long, cocoa-colored shirt with a dark brown waist cincher. She wore long, dark brown trousers with ribbons on the left side. On her waist, she wore a brown belt with bullets.

Above it, she wore another cocoa-colored belt of bullets with a gold crosshairs buckle. What appeared to be a drape of black skirt hung on her right side. Her footwear consisted of a pair of high heeled, leather boots with buckles.

She also wore a number of accessories, such a bracelet with black roses as decoration. These were accompanied by a pair of black gloves and necklaces. She also had on a beret of a darker brown and a pair of black, wire-rimmed aviator sunglasses. At the moments, she held a black shoulder bag with gold studs, which in turn was held by a bandolier strap. The bag she held was her weapon, which transformed into an oversized black and gold mini-gun.

The person beside her was a teenage boy with dark skin and dark, messy copper hair. His hair extended into a long fringe and it also had a cowlick.

He wore a sleeveless, muted orange zipper vest with black lining and a high collar, a pair of black jeans, and brown, laced shoes. His eyes appeared to be pure white, giving off the appearance that he was blind. His arms are covered in scars, and he had a vertical scar than ran over his lips. He also wore a pair of long black gloves and had several pouches attached to his belt. His weapons appear to be a pair of orange gauntlets with blades attached as they were worn across his arms.

Finally, standing right behind him was a tall and athletic-looking young man with shaved-short black hair and tanned skin, wearing mostly pale-green and brown attire.

He had on a long short-sleeved robe, which he wore on one shoulder over a black muscle shirt. The robe is fastened at the waist by a leather armored belt with two pouches on it. He also wore brown pants and black-and-green boots. His left arm had a 5-layer sode which extended up past his shoulder. His weapon is affixed to his back with a padded brown strap slung over his shoulder.

"I am guessing that is the rest of your team." Said ben getting a nod from the Rabbit Fanus

All three of the figures raised their eyebrows at the site before them, the tall boy turned to the girl with an annoyed look on his face.

"Coco, I swear if you put something in the food again, I will hide all of your bags again."

The girl, who Ditto presumed was Coco just continued staring at him.

"Yatsuhashi. I haven't done anything yet. I am really glad you see them as well though," Coco retorted in a mocking tone after a short time had elapsed, still carrying over her stare at the Splixson and his nine clones in front of her.

After a while when the two of them recommenced conversing with each, the other Ditto noticed the other boy walking towards him, Velvet moved in front of him and tried to block his view as if she thought she could make them all unsee all the other Dittos. He continued moving towards Ditto though and once he was close enough he kneeled down and held his hand out towards Ditto.

The two of them shook hands before Velvet spoke up.

"Hey, guys didn't think you would be back so early." She said rather meekly. Her voice displayed only a scarce amount of energy.

"Yeah well, Fox said he had work to do." Velvet's eyes widened at this statement from Coco.

"He spoke?" she shot out in bewilderment.

"He can talk I just thought that he was Mute." Said Nora with equally wide eyes.

"No, scroll." Coco riposted nonchalantly and Velvet's eyes returned to normal.

"So what have you guys done today?" Velvet tried to shift the topic of the conversation.

"Velvet, hun, don't try to change the subject from..." The leader of CFVY pointed towards the transformed Ben. "Whatever, this is."

The four members of team CFVY all looked at each other before nodding. A green light then engulfed the room causing the four other occupants to cover their eyes.

"Tennyson, Ben Tennyson," Ben said as he pointed at himself. Coco kept opening her mouth to say something but each time, she failed to muster up any rational sounding words and ended up closing it again.

"Is there a way to turn off the flash?" Asked Blake looking a Azmuth shaking is head no.

"Velvet." Coco Adel turned to her Faunus teammate. "I think it would be best if you explained what all of this is about..." She paused to clear her throat.

"That was before you had an aneurysm," Yatsuhashi finished it for her. Ben walked next to Velvet and gestured for her to lean in.

"Do you trust them?" Ben whispered while looking into Velvet's eyes.

"With my life." Ben just nodded his head, satisfied with the response he got. "OK then."

"Well then." The rabbit faunus stated gaining the attention of the remaining occupants in the room

"How about, we all take a seat." Velvet motioned to her teammates towards the chairs in the room. Coco and Fox sat on Coco's bed while Yatsuhashi pulled up a seat facing Velvet's bed, where Ben and Velvet had positioned themselves.

"So where do you want me to begin?" Ben inquired looking towards Coco, who he assumed was the leader of the team. A goofy looking grin found its place onto his face.

"The beginning." She curtly replied, leaning in closer to show how much he had piqued her interest.

Ben Tennyson heaved a deep sigh to pacify himself, for the lengthy session which was about to unfold. "It all began..."

"Here we go again." Said Ozpin

You two say your good byes because you won't be seen for a long time!" Said Sparta. Before any of the two could beg for there lives they were sent away. "THEY WILL NOT APPEAR FOR THE REST IF THE STORY THERE WILL BE NO MORE WARNINGS IF YOU FIGHT THEN YOU WILL SHARE IN THERE FATE!" Said Sparta