RWBY: Heroes of the Omniverse

by Phoenix lord of rebirth

What if, while he was alone in the Emerald Forest during Initiation, Jaune happened upon a certain watch? An alien watch that would change the course of everything in Jaune's life. Follow our daring hero as he saves lives and tries not to get found out in the process. (Lancaster and other shippings later on) (Good Cardin) -This story is now also available on Wattpad-

12. Chapter 12

V.C. Hello everyone! And welcome to the final chapter of what would be considered Volume One. I hope you all are enjoying things so far.

Phoenix: Yeah. This story is getting pretty far along. Also, just a reminder, this story is now also available on Wattpad too.

K.N.: It's hard to think that this story has gotten so far. Chapter 12 already. Wow. We really hope you all enjoy and make sure to let us know what you think. We'd love to hear your thoughts and opinions.

Frostwign: With that all said and done, prepare for the longest chapter of this story so far.

Disclaimer: We do not own RWBY or Ben 10. Enjoy!

Chapter 12: A Belladonna Tale

Blake walked the streets of Vale with her head tilted toward the ground and a saddened look in her eyes. She was genuinely upset that her bow had been destroyed and that her secret was now out in the open.

Because she was looking at the ground, she didn't notice someone else incoming and bumped into them.

She stumbled back a bit and would have fallen onto her butt if a hand didn't steady her. She looked up and saw a blonde haired monkey faunus with deep blue eyes and tan skin. He wore a white jacket, black shirt, and dark blue denim jeans with white sneakers.

"Hey, you alright?" The monkey faunus asked worriedly. "I'm sorry I bumped into you. I shoulda watched where I was going."

"I'm fine, thank you." Blake answered simply with a sigh. "And it's quite alright, I also could have been paying a bit more attention to my surroundings."

"It's no problem." He shrugged loosely. "So, what's troubling you?"

"Hm?" Blake blinked in surprise. "What do you mean?"

"Your entire demeanor screams 'I'm having problems'." The monkey replied casually with a light chuckle. "You've got your head down and a look in your eyes I've seen plenty times before. Plus, your ears are flat against your head. I'm not an expert on cats, but I'm pretty sure that's a sign of sadness. So, what's up?"

Blake's cheeks reddened as she realized her ears had indeed folded down from her emotional state. "That's personal, and considering that I don't know you-." Her curt response was cut off by this persistent monkey.

"That can be fixed." The blonde monkey faunus grinned at her. "My name is Sun Wukong. I grew up in Vacuo for most of my life, I'm training to become a huntsman, and I'm a monkey faunus. There's the basics. Now it's your turn."

Blake hesitated for a second before sighing. "Follow me, I'd rather not speak out here."

Sun wordlessly agreed and followed the raven haired faunus to a remote corner of a nearby building. After looking both ways to ensure no one was coming, Blake turned back to Sun and gave him a hard look.

Sun felt a bit uncomfortable under her gaze, and was about to say something when Blake let out an exasperated sigh. "First off, my name is Blake. Are you sure you want to hear what's bothering me?"

"Why wouldn't I?" The monkey faunus blinked.

Blake frowned at him in suspicion. "Well, it's a very long story that spans over a long period of time."

"Okay," Sun offered a look of reassurance. "Go ahead then. I've got time to spare, and I hate seeing people upset. If you think I can help, then tell me."

'No one can help me,' Blake thought bitterly. 'But I suppose it would be good to get it off my chest. He is a fellow faunus, so perhaps he may be able to understand me better than any of the humans I know could.' "It all starts with the White Fang."

"What?" Sun frowned, his eyes widening. "Did they do something to you? Try and force you to join? Or did they kill someone you-"

"Enough!" Blake snapped angrily at the male faunus. He quieted almost immediately, shaking a little at the sheer level of her anger. "Thank you. They did nothing inherently wrong to me as a person, but they are responsible for a lot of my problems. I was practically born into their group."

"Really?" Sun arched a curious brow. "Why? Is your family really high-rank or something?"

"You could say that," Blake sighed. "I was raised on the ideas of the White Fang. To fight for equality and end suffering for all those who face it. Of course, back then that rule was strictly about ending faunus prejudices and discriminations. I would speak frequently during their advocacy events, and only distanced myself once they began to take on more aggressive tactics."

"Hm," Sun hummed while scratching his chin. "Okay, I get it. But if you're not with them anymore, why are they still bothering you? Don't they usually leave faunus alone if they decide to leave?"

"That is true," Blake admitted. "At least while I was with them, they were willing to let go of people. Though there were a few rare exceptions to that rule. But that's not the problem I face."

"Then what is?"

"I'm trying to escape my past, okay?" Blake snapped. She saw Sun flinch and sighed. "I'm sorry, it's just hard for me to talk about this. You asking all these questions doesn't make it any easier."

"It's cool," Sun waved it off like nothing had happened. "You were hiding from your past to try and put it behind you. I get that. I used to have to steal to survive, but that's just how it is in Vacuo. I barely scraped my way into an academy and have been trying to put those days behind me ever since."

Blake paused to take in the information Sun had just offered her. It sounded like he had a less than glamorous past, yet he seemed to talk about it with such ease. "If that's so, then why was it so easy for you to tell me that?"

Sun paused then shrugged. "I don't know. I guess it's because I'm of the opinion that our past is an important part of who we are, no matter how painful it was. The past definitely hurts sometimes, but those pains are what makes us who we are."

"I…suppose so." Blake hummed in thought. "But don't you think that sometimes it's best to leave the past in the past?"

"To an extent, yes." Sun agreed. "But at the same time, you should never disregard the past. It can be good to remember both the good times and the bad times of our lives. You have to fail sometimes to learn in life, right? So shouldn't we care about the bad times in our lives instead of burying them in the sands of time? After all, those who don't learn from history are doomed to repeat it."

Blake was stunned silent. Never before had she heard of someone with such an opinion. She had only ever grown up around people who told her to focus on the present and leave the past behind. Granted, those ideas were about something entirely different, but that didn't mean she wouldn't apply them in most contexts.

Sun noticed the impact his words had and scratched the back of his head. "Uh, sorry. I'm usually not the kind of guy to say that sort of stuff. I guess we just got onto some pretty deep topics."

"Really? You don't say." Blake deadpanned before turning to walk away.

"Hey!" Sun called out after her. "Where're you going? I said I'm sorry. If it'll make you feel better, I think I know a way to possibly help you."

That stopped the raven cat faunus in her tracks. Slowly, she turned around and stared directly at him without saying a word but also without needing to.

Taking the expression that she was giving him as a cue to speak, Sun began explaining. "I know some places where the White Fang might be occupying, and if you want then I could show them to you. Y'know, if you wanna try to take care of 'em."

"How can I trust that you're not secretly with them?"

"Simple," Sun replied with a smile. "If I were with them, then don't you think I would have already called for backup? You did say that your family was high-ranking among White Fang members. That'd make you pretty dangerous. Especially if you're no longer with them."

Blake paused for a minute to think that point over before sighing. "Fine, I'll believe you for now. But know that if you are lying to me or are a part of the White Fang, then I will slowly remove your tail and then feed it to you. And you'll be lucky if that's all I'll do."

Sun gulped in fear as he reached for his long monkey tail. "O-okay. Come on then, let's go." With those words said, the duo went off in pursuit of the White Fang.

Meanwhile:

Teams RWY and JNPR were searching the streets of Vale for their raven haired friend. They had been at it for at least half an hour before Yang let out a frustrated sigh. "This is going nowhere."

"Trying to find one person in a big city like this is quite the daunting task," Weiss pointed out. "It doesn't help that we are all moving as one unit."

"Weiss has a point," Ruby agreed. "Maybe we should split up now and-."

"And risk another one of those mutated Grimm blindsiding us? No chance in hell!" Nora adamantly refused. "We barely won with all eight of us fighting that thing. What makes you think that one of us could do it?"

Ruby sweat dropped at Nora's words. "I guess…"

"What if we separate into small groups?" Pyrrha offered as a compromise. No one argued against that. They decided it would be easiest to break into groups of two, meaning one of them would have to go alone. This led to an argument between almost everyone, since no one wanted to face something that powerful on their own.

'That thing had qualities of aliens from the Omnitrix.' Jaune thought while looking down at his left arm. 'I have a bad feeling that I'm going to regret this, but…' "I'll go alone."

Everyone quieted their arguing immediately and looked at Jaune in surprise. They all shared a look of uncertainty, not wanting Jaune to do something rash. After a second, Ren spoke up. "Are you sure?"

"Yeah," Jaune nodded. "The rest of you can split into your partner groups. Pyrrha and Yang can tag together since both of their partners will be absent. I figure if I end up facing one of those things on my own then I can use my scroll to call someone and hide until they show up." 'If I have to, I could also use the Omnitrix. Not that they need to know that…'

"That's fair enough." Weiss agreed hesitantly. Though they all wouldn't say it aloud, they were a little worried that Jaune volunteered himself because he thought himself the weakest of their group. Ruby had that same concern, but she also had an idea of another reason why he might offer himself.

The group split into their designated groups and went in different directions. Ruby and Weiss went toward the shopping area while Yang and Pyrrha went looking in the housing districts. Nora began dragging Ren, with the recluse only sighing and offering one question.

"Where are you taking me?"

"To the sewers!" Nora answered. "She's probably down there, thinking that no one would dare to go into such a dark, dank place to search for her. I just know it!"

"Why me?" Ren deadpanned with a disgusted look on his face.

Jaune chuckled slightly at this, earning him a glare from the reclusive teen. Jaune smiled sheepishly at Ren, wishing them good luck in exploring the sewers. After that, Jaune was left to wander around Vale and look in whatever other areas he thought to search in.

The young Arc began strolling the streets. He noticed a suspicious looking girl with short orange hair, pale skin, and bright green eyes walking down the road. This mysterious girl wore a white short sleeved shirt, a knee-length black skirt, and a pair of black sneakers. She seemed to be trying to act inconspicuous.

Jaune couldn't help but wonder if she was related in any way to the White Fang.

'First an odd Grimm that has powers like Nightlife and Diamondblood attacks, then I find a girl who's trying and failing to act natural. Coincidence, maybe but also maybe not.' Jaune thought while watching her continue down the path. 'I better follow her. I'm sure the others can find Blake just fine,' He felt a bit guilty, but told himself he was doing it for a good reason.

With Blake and Sun

The duo of faunus were standing outside of one of the White Fang's meetings. They were looking through a window and trying to listen into it. Luckily, they hadn't been spotted by any White Fang members yet. Unluckily, they couldn't hear a thing about what was going on inside the meeting.

Sun stepped back from his spot and sighed. "Man, we're getting nowhere quick."

"Well," Blake stepped back as well and glanced at him. "What would you suggest?"

Sun went to reply, but was cut off by the sound of someone clearing their throat. Both hunters-in-training spun around and found a masked faunus wearing a White Fang uniform. This particular member was a deer faunus, and he held two throwing stars in his hands.

Both Sun and Blake shared a look before pulling out their respective weapons. The unknown deer looked between the two of them before looking back to see if there was any support nearby. When he saw no one coming his way, the deer faunus lowered his weapons and spoke. "My fellow faunus, what are you doing out here?"

"That is none of your concern," Blake fired back coolly. "Now tell me, what are you discussing in there?"

The deer paused for a minute to think things over before shrugging. "We have been given a message from our lady. She has ordered us to move forward with releasing the test subjects she stationed here."

"Test subjects?" Sun raised an inquisitive brow. Blake, however, had a sinking feeling she knew what this faunus was talking about.

The deer faunus nodded his head. "Indeed. We are going to send forth mutated Grimm to draw out that idiotic blonde knight and his reaper of a girlfriend."

Blake's eyes widened in surprise, quickly figuring out who this faunus was talking about. 'What the hell? Why are they after Jaune and Ruby? Is it possible that they are related to the White Fang? Perhaps Jaune could come from a family in the group. Faunus genetics can skip generations, so that might be the case. I knew there was something off, but nothing quite like this.'

Her mind was clouded by thoughts like these. She tried to piece everything together, but couldn't come up with any logical answers. 'That Arc has just become much more of an enigma than ever before.'

The deer noticed the look on Blake's face and connected the dots. He squinted his eyes to try and get a better look at her, and realized who exactly she was. "Wait a moment, you're one of that Rose girl's teammates from Beacon!" He pulled out a communicator and went to speak into it. "Fellow White Fang members! I have found one of-Ahh!" He screamed in agony as an Electric Dust bullet entered his shoulder, paralyzing him.

Blake snatched the device from his hands and smashed it. She then turned to Sun and motioned him to follow her. "Come on, we've got to go!"

"Say no more!" Sun agreed, quickly piecing together that they were in trouble as they both began running, and found themselves heading straight for the docks of Vale.

Meanwhile, on a large iron ship that had been stolen from Atlas, a red haired man sat in front of several cameras. There was a camera for every member of both teams, and a side camera was set up to watch Cardin sitting in the Medical Wing.

The odd man took a drag from the cigar he was holding and chuckled. "How cute, little Blakey thinks she can try and eavesdrop on us without getting caught."

The mysterious man turned to a large cage and grinned. "Well, let's see how she acts when her friends get dragged into it. I wonder if they can handle this. But I guess finding out will be the fun part." He pushed a button to open the hatch to the upper levels of the ship. He then moved to the side and let the cage open to set free two shadowy figures of what appeared to be Grimm.

Meanwhile with Ruby and Weiss:

"Weiss, don't you think we should look somewhere else?" Ruby asked, feeling a little uncomfortable in the bookstore they were scoping out.

"Don't look at me," Weiss shook her head. "You're the one who said she might be hiding in a bookstore or a library."

"But I didn't mean a store for adult books." Ruby whined.

The heiress was about to retort to that when a scream was heard throughout the store. Both girls looked around, trying to figure out what was happening. Suddenly, a large Beowolf burst through the walls and came lunging straight at them

Weiss instinctively used a glyph to create a small shield around them both, but it shattered almost immediately. The Grimm staggered back a little, experiencing knock-back from the unexpected obstacle in it's path.

As both huntresses-in-training went to grab their weapons, they noticed something very wrong with this Beowolf.

This Beowolf stood on its' hindlegs, and looked oddly humanoid for a Beowolf. It looked like a muscular, humanoid wolf-like creature with pitch black fur and dark crimson stripes. The mutated Beowolf also had long tiger-like claws, and appeared to be stronger than most of it's kind.

Ruby's eyes widened as she realized what that Beowolf reminded her of. The creature seemed to be a fusion between a Beowolf and an Appoplexian, or Rage as Jaune would call that form. Not that Weiss would know anything about that.

'Oh no…' Ruby thought, terror filling her at the sight of the Beowolf/Appoplexian hybrid. 'Not good! That thing's mutated with an alien from the Omnitrix like that King Taijitu was!"

"Got any bright ideas on how to face this one?" Weiss asked hopefully.

"Um…" Ruby gulped. "Not die?"

Weiss paused for a moment. "…I like that plan."

The creature let out a feral roar before lunging at them both. They held out their weapons and readied themselves for a fight for their lives.

With Yang and Pyrrha:

Yang sighed dejectedly. The blonde and Pyrrha had searched a few neighborhoods and had been asking around if anyone had seen a raven haired cat faunus, but they had so far had no such luck. Yang began to wonder why Blake hid herself from them.

'Did she not trust us enough?' Yang questioned herself. 'We're supposed to be a team, and that means being honest with each other. I was honest with her, and so was Ruby. Not sure about Weiss, but I'm pretty sure she was honest too. I just…I wish Blake had told me…I wouldn't of cared that she's a faunus.'

"Yang?"

"Huh?" Yang blinked before realizing Pyrrha was talking to her. "Oh, sorry Pyrrha. I was lost in thought."

"Anything I can help with?"

"No," Yang shook her head with a sigh. "I was just wondering why Blake would hide her true self from me when we're supposed to be friends and teammates. Stupid stuff like that."

Pyrrha shook her head and gave a look of concern. Yang knew she was going to get a taste of what Jaune dealt with when Pyrrha went into her overly-concerned mode. The spartan frowned at Yang's words and offered her own opinions. "I don't think that's stupid at all. I can understand you're hurt, and that's natural. But, to be fair to her, I think Blake hid for a good reason. We just don't know what it is yet."

"What if she just doesn't trust us? You know, if she doesn't see us as worthy of her secret, or, more importantly, her friendship?"

"We're already friends. Aren't we?" Pyrrha asked quizzically.

"I guess. But friends don't keep secrets like that." Yang looked down at her feet.

Pyrrha paused for a second to think that over. "Then we'll have to earn her trust. Just like how we earned each other's trust. It can vary from person to person. Jaune, for example, was a lot easier to gain trust from than Ren. Not because Ren is a bad guy, but he's more of the type to stick to himself."

Yang thought over all of this before nodding. "I guess you have a point. Thanks, Pyrrha. No wonder people go to you for advice, you should be a therapist or something like that."

Pyrrha let out a small laugh. "Thank you. It's funny you mention that. I once-."

Her words were cut off by Yang shoving her out of the way. Pyrrha looked up at her in confusion and anger, but that quickly changed when she saw the jet of lava which would have hit her had Yang not shoved her.

Both girls looked to see the source of that lava was a large scorpion-like creature they identified as a Death Stalker. This particular Death Stalker was a large scorpion with an exoskeleton made entirely of molten rocks and lava. It's tail was made entirely of molten rocks, and had a stinger at it's end which was glowing a dark orange and looked very poisonous. Like most other Grimm, the Death Stalker had glowing red eyes that would creep anyone out.

"Oh my," Pyrrha marveled in awe at their opponent. "I've never seen anything like this before."

"It kind of reminds me of that guy made of fire who helped us back when we ran into the White Fang before." Yang commented while preparing her gauntlets and silently thanked Ruby for modifying Ember Celica to use more than just Fire Dust bullets. "C'mon Pyrrha, we've gotta hurry or else we're going to be toast."

Pyrrha shook her head and prepared Milo while getting into a battle-ready stance. "If we must. Can you use Ice Dust?"

"Yeah, why?"

"If I'm right, then I think that this Death Stalker is weak to ice-based attacks." Pyrrha answered quickly. "If we hit it with ice, then it may weaken our foe."

Yang nodded. "Eh, it's worth a shot."

The blonde brawler fired three Ice Dust bullets at their adversary, two entering it's upper body while the third landed a direct hit to the tip of it's stinger. The creature hissed hatefully at them both before turning back and retreating toward the docks,

"C'mon, let's follow it!" Yang glared daggers at their retreating foe. "It thinks it can attack us and get away? Well, it's got another thing coming."

Pyrrha nodded in agreement. "I agree. We cannot allow that awful creature to continue wandering the streets of Vale. There is no telling what exactly could happen if we were to ignore it. But what about Blake?"

Yang paused for a minute then sighed. "We'll have to take a break from our cat-hunt. As much as I want to find her, she's in more danger if we let that thing crawl around free."

Pyrrha hummed in thought before nodding her head. "Very well then, should I alert the others of what is happening while we give chase?"

"No, that'll just slow us down." Yang shook her head. With that, they ran after the mutant Grimm, following the path they had seen it take moments prior.

Jaune:

Jaune was surprised that he hadn't gotten himself caught by the odd girl he was following. She seemed to just be sight-seeing, admiring the beautiful city which was Vale. However, that didn't mean Jaune wasn't still suspicious of her.

The blonde knight watched as she sat on a bench in front of a fountain. This girl was reading some sort of book. Jaune, still very suspicious, decided to try and get a better look. But before he could, something unexpected happened.

Penny seemed to freeze for a second before jumping out of the way. The blonde was slightly confused as to why, but quickly found out as a large creature came charging forward and narrowly missed the fountain.

The creature in question was . Boarbatusks were normally a quadruped with many features associated with a normal boar, including cloven-feet, a line of hair sprouting from its spine, snub snout and tusks. It also had four eyes and a bone-like mask that seems to be strapped to its face by a black vein-like organic tether.

Unlike most Boarbatusks, this one had what looked like a velociraptor's tail and a black and red bony visor in place of the usual mask, this visor covering it's eyes. It also had wheels attached to it's feet, allowing it to run at much faster speeds.

'A Boarbatusk mixed with XLR8? That's...kind of smart. Making a giant boar able to run really fast and tear into enemy's before they can blink.' Jaune thought with a frown. He then observed as the odd girl dodged another attempt at being rammed by the mutant Grimm. 'It seems to be after her. She needs help.'

Realizing this, Jaune put aside his suspicions about this stranger and tried to figure out a way he could help. Then a thought came to him. 'I bet XLR8 could take him out. It doesn't look like it can run as fast as XLR8, and I'd be able to do some damage with my claws. …I can't believe I'm about to do this, but two Grimm who look like aliens in one day calls for drastic measures.'

With that thought in mind, Jaune ducked back into the ally where he had been watching the orange haired girl from and activated the Omnitrix. He turned the dial to XLR8 and slammed it down, being enveloped in a flash of golden light.

When the light died down, it revealed a humanoid creature of sorts that was almost as tall as Yang. He had black gooey skin with a white front going from his neck down to his knees. All over his black skin was golden lines that resembled circuitry. He had one eye which was really a circle that made up his entire face. Lastly, the symbol of the Omnitrix was on his chest.

"Really, Omnitrix? Really? Does this look like XLR8 to you?" Jaune asked in obvious annoyance. He then sighed and shook his head. "You know what? Fine. I'll improvise. Whoever this guy is should work." The alien then walked forward, intending to join the fight.

Before he made it halfway there, Jaune tripped and fell, landing on top of a parked car. As he went to get up, the alien found himself attaching to the vehicle and expanding until he had completely merged with it.

"Huh..." The creature let out a noise in thought. A "smirk" then worked it's way onto his face. "This is what I call an Upgrade." The newly named Upgrade chuckled.

His humor was short lived as the girl let out a scream of pain. Turning his attention back to her, he saw the Boarbatusk had managed to tear into her and send her to her knees. It was about to strike once more and finish her, only stopping when it heard an engine revving.

"Hey! Leave her alone!" Upgrade shouted, driving forward at high speeds. He managed to crash into the Boarbatusk, sending it flying through the wall of a nearby building. The boar-like creature slowly got back to it's feet and shook it's head dazedly.

Seeing her chance, the orange haired girl opened her backpack and pulled out two short swords. Taking a stance, she quickly threw them before raising her hand and stopping both blades in midair. She waited until the creature tried to move, and then swiftly closed her hand, ordering the blades to come down and slice through the boar's throat.

Upgrade detached himself from the car, sighing in relief. He then heard a familiar beeping noise, looking down in time to see the Omnitrix symbol flashing purple. He ducked underneath the car and was then enveloped in purple light which reverted him back to human form.

The unnamed girl simply turned and smiled. "Hello Jaune. Thank you for your help."

Jaune crawled out from the car, a surprised frown on his face. He had no idea how this girl knew his name, or why she wasn't freaking out about seeing him in alien form. His eyes narrowed as she continued to smile. "Who are you and how did you know my name?"

Penny blinked in confusion before remembering he hadn't met her yet. "Oh! My bad, I forgot. My name is Penelope Polendina. I am related to General James Ironwood of the Atlas military. My father is a friend of Professor Ozpin, and has heard a few stories about you."

"Oh," Jaune paused before frowning. "Alright then, Penelope, it's nice to meet you, I guess. How come you weren't afraid of that alien thing?"

"Because you saved me with him." Penny saw Jaune's eyes widen in shock and horror, and she simply smiled. "I can understand your alarm, especially considering the pressures you must face. Also, please just call me Penny." The now named Penny smiled friendlily at Jaune.

"Okay, Penny," Jaune agreed before giving her a curious look. "Now please explain."

"My father and I both are aware of that watch of yours. Ozpin told General Ironwood a few days after you obtained it, and I happened to overhear the conversation."

In response to that, Jaune let out a frustrated sigh. "Is there anyone else I should know of who knows what's supposed to be my secret?"

"Not to my knowledge, no." Penny smiled sheepishly.

"Great." Jaune sighed. "Don't tell anyone Oz said, so I haven't willingly told anyone. Why does he get to go around and spill the beans, but I don't?"

"Because he felt it would be best if General Ironwood knew." Penny explained. "Would you rather have us know and be safe, or be attacked by his soldiers every time an odd creature who they might suspect to be a new species of Grimm was walking around?"

Jaune thought that over for a minute. "I guess you have a point." Jaune went to say something else, but was interrupted by his scroll going off.

They see you as small and helpless

They see you as just a child

Surprised when they find out a warrior will soon run wild

The blonde picked it up as soon as his eyes registered the picture of Ruby's smiling face on his screen. His cerulean eyes widened in alarm when the picture was replaced by Ruby's current appearance. "Ruby? Is everything okay?"

"Jaune!" Ruby's face appeared bruised, and she looked stressed beyond her limits. "Me and Weiss made it near the docks. We got into a fight with a powerful Grimm, and we've been getting our butts kicked up and down the streets."

Jaune's eyes widened further in surprise. "Okay, I'll be right there."

"No," Weiss stepped into the conversation by taking Ruby's scroll.

"Hey! Give that back!"

"No time, lovebird. I told you to call for help, not your boyfriend." Weiss shook her head. "I'm sorry Jaune, but I do not think you can handle this. Perhaps you could get everyone else and try to help us that way."

Jaune frowned deeply at that, but relented nonetheless. "Fine. I'll do what I can."

"That's all I ask. Thank you," Weiss then narrowly dodged a swipe from the creature and used a glyph to freeze it by the knees and slashed it with her rapier. The creature slapped Mrytenaster out of Weiss' hands, sending it flying into a nearby wall. As a result, she had to jump back and dodge another slash.

Ruby got ahold of her scroll once more and gave Jaune a pleading look. "We'll hold it off as long as we can. Please hurry!" With that, the call ended.

Jaune took a deep breath then exhaled. "Man, what am I gonna do? It'll take way too long to get everyone together again. I have no idea where any of them even are right now, and they might not have their scrolls. What do I do?"

"I would be more than happy to help," Penny offered. "After all, you helped me. And I am skilled in the ways of combat, so I could probably help take any Grimm they could have come up against."

"Maybe," Jaune sighed. "That would be nice, thank you. I still don't know how I'm going to fight it though. If it's giving people like Ruby and Weiss trouble, then it's got to be really bad. Maybe even worse than that Boarbotusk..."

"Then if I may make a suggestion," Penny smiled at the blonde knight. "The answer to your troubles may just lie on your left wrist."

Jaune blinked in confusion for a second before realization hit. He looked down at the watch to see it had recharged, and frowned. 'Should I do that? I only did for Penny because there was no other way. And Ozpin said not to use the Omnitrix that much…'

Jaune then glanced back at his scroll, remembering how bruised and beaten Ruby appeared. His expression became determined as he nodded to himself. 'If Ruby needs me, then I'll do what I have to. I'm sorry Oz, but lives might depend on me doing this.' "Okay. Do me a favor and cover me."

"You've got it!" Penny smiled before shoving Jaune into the nearby fountain, submerging him in water and making it hard for anyone to see him.

The blonde knight grunted in pain at the feeling of his back hitting concrete, but shook off the dazed feelings and weakly pushed down the faceplate of the Omnitrix, being enveloped in another golden flash of light.

At the Docks:

The sun began to set on Vale as both of the mutated Grimm made it back to the stolen Atlas ship as the mysterious man awaited the arrival of his enemies while sitting in the lower levels. Shortly after the Grimm arrived, Ruby, Weiss, Yang, and Pyrrha all met together.

"Woah, you guys look terrible." Yang looked over her sister and Weiss with concern. She noticed several small cuts and deep bruising all over their bodies, but their quick healing seemed to already be taking care of that. Nevertheless, Yang was worried for Ruby's sake at least. "Are you alright?"

"We'll be fine," Ruby looked up at both of the Grimm and felt her eyes grow wide in terror. "What the heck is that?!" She pointed at the mutated Death Stalker, who hissed hatefully at her.

"It's a Death Stalker," Pyrrha answered. "Usually, they keep to heavily wooded areas like the Emerald Forest. However, this Death Stalker was somehow modified to gain characteristics of molten lava and fire in general."

"It also can't handle ice," Yang added. "It got angry when I shot it with an Ice Dust bullet, and it acted like it was in pain."

"That's good to know," Weiss sighed as she looked over Mrytenaster and quickly examined it for any signs of damages. While doing this, she realized something. "Where's Jaune?"

"Vomit Boy?" Yang blinked. "Wasn't he supposed to be looking for Blake?"

"Ruby called him and asked him to get everyone together," Weiss explained. "That's why you guys are here, right?"

"No," Pyrrha pointed to the Death Stalker. "We followed that thing here."

"Then…it was a coincidence?"

"What's next?" Ruby huffed. "Nora and Ren will come bursting from underground?"

"Now may not be the best time for conversations," A voice surprised everyone as they all turned to see Blake standing there with Sun a few feet behind her. She looked down shyly, not wanting to meet their gazes. "Hello everyone."

"Blake!" Yang rushed over to her partner and enveloped her in a bone-breaking hug. "I'm so glad to see you back in one piece. I thought you were gonna disappear from us like a whisker in the wind."

"…It's nice to see you too Yang," Blake sighed at her partner's poor joke. "But could you please let go of me? We have a very serious issue to attend to."

"She's right, we've got a big problem on our hands." Sun agreed, staring down the two mutated Grimm. They seemed to be quickly recovering from any wounds they may have suffered earlier. "How are we going to take those guys out? I've never seen Grimm look so…odd."

"I'm not sure," Blake's eyes squinted as she tried to analyze the weird Grimm. They really were different from any variety of Beowolf or Death Stalker that the cat faunus had ever seen, but they had to have a weak point.

As she was analyzing them, Blake failed to notice the molten Death Stalker scurrying over to her in a mad dash. It went to sting her with a lethal dose of poison, but was stopped in it's tracks by an Electric Dust bullet shot out of Crescent Rose.

"Back away from her!" Ruby glared daggers at the creature while turning her weapon to its scythe form. She quickly dashed forward and swung her scythe in an upward motion, resulting in a large scratch to the mutant's side.

This turned out to be a mistake though, as the scratch began to ooze lava that shot out and was heading straight for Ruby.

The reaper activated her semblance and ran to the side, effectively dodging the lava. Unfortunately, she didn't watch where she was going and ended up running straight into the waiting paws of the Beowolf. It snarled at her, and Ruby closed her eyes as it went to bite her head off.

But no pain came. Instead, Ruby fell onto her butt as the wolf-like Grimm let out a howl of pain. Ruby opened her eyes to see that Weiss had stabbed it in the eye with Mrytenaster.

"Thanks,"

"Next time, watch where you're going." Weiss frowned while offering a hand to pull her partner up. Ruby gratefully took it and steadied herself on her feet.

This interaction was short lived as the Death Stalker sent a wave of fire at them both. Ruby and Weiss both dove to opposing sides of the attack, and were lucky enough not to get burned. The creature wasn't finished though, as it sent a jet of molten poison out of it's stinger.

Both girls eyes widened in horror, realizing there would be no way for both of them to evade this attack. However, just as it was about to hit Weiss, a yellow ball with black stripes came charging forward and stopped in front of them. Amazingly, the poison ricocheted off the ball and went harmlessly into the nearby water.

The yellow and black ball then began to roll at the Death Stalker, doing a quick loop around Weiss and Ruby to build up speed. The odd ball slammed into the molten creature at incredible speed, sending the Grimm into the sea beneath the docks.

The mutant Grimm let out a ear piercing scream as it flailed around helplessly, trying to avoid a watery grave. As it struggled, the water began to cool off the Death Stalker's magma, causing it to harden into stone. The Death Stalker, now completely immobilized, sank down into the depths of the ocean.

The odd ball, meanwhile, bounced back onto the docks and landed where it had been before charging at the Death Stalker. It started to uncurl and revealed itself to be a hulking, broad shouldered creature which appeared to be male.

He was mostly white, with the yellow parts being revealed as armor that covered his back, shoulders, and the backs of his arms. He had four claws on either hand. His eyes shone a golden yellow, and were filled with confidence. On the center of his chest was a mark that Ruby could recognize anywhere, as it was the symbol of the Omnitrix.

'Thank Oum.' Ruby sighed in relief. 'I'm so glad he's here. Though I don't get why he used the watch since Ozpin told him not to…Unless he did it because he was that worried about us and didn't care what Ozpin said.' Her cheeks reddened at the thought.

Her thoughts were interrupted by the roar of the Beowolf as it lunged at the unnamed alien. He held up his arms in an 'X' formation and blocked the attack, following it by flipping the half-Appoplexian Grimm and sending it into the side of the stolen ship.

"Heh, that should teach ya to mess with Cannonbolt." The now named Cannonbolt let out a chuckle in his low, deep voice while showing off his razor-sharp teeth. He stopped laughing immediately when he saw Weiss, Blake, Yang, Pyrrha, and Sun all pointing their weapons at him. "Uh…hi?"

"Who are you and why are you here?" Blake demanded.

"Uhm, I'm…" Cannonbolt scratched the back of his head. 'Maybe I could've thought this through a bit better…'

"He's my bodyguard." Penny quickly revealed herself from the shadows. "My name is Penny, and I am General James Ironwood's daughter. Cannonbolt here is my appointed guard. His reason for coming is that he followed a signal put off by one of our machines which indicates a high level of Dust is stored in that vessel."

'Woah, good going,' Cannonbolt smiled. 'I'll have to thank her for that later.'

Before anyone could further question the matter, they all felt the dock begin to shake ferociously.

"What's happening?!" Ruby shouted out in fear.

"I dunno!" Cannonbolt shouted back.

Part of the docks burst out to reveal a long, stoney scorpion tail. That tail slowly dragged up the now solidified Death Stalker, who was no longer molten but instead made of stone.

"Oh, come on!" Yang groaned. "I thought that thing was done for!"

"As did I," Weiss admitted while preparing a glyph. "But unfortunately, it isn't. In fact, that may have increased that thing's defenses some. Granted, it most likely cannot spew fire or lava at us, but it can probably take many hits from our weapons to destroy it."

"This sucks!" Cannonbolt grunted as the scorpion Grimm scurried toward him and whipped it's tail. The attack sent Cannonbolt flying, causing him to skip along the water like a pebble until he hit a buoy. "Aw man… that hurt."

"Cannonbolt!" Penny dove into the water and swam after him, being careful not to get in the way of the action.

Meanwhile, the humanoid-wolf Grimm leapt at Pyrrha with it's claws at the ready. Pyrrha activated her semblance and used the magnetic fields to force the Grimm's attack to miss. After that, she leapt forth and delivered a stiff uppercut to the creature's jaw.

The Grimm retaliated by biting at her hand, but Pyrrha was quick enough to pull away and do a backflip kick that sent the Beowolf flying back a few feet. Surprisingly, it landed on it's feet and ran forth to try and attack again.

The Grimm almost bit her, but this time it was stopped by a giant yellow and black ball slamming into the creature's side and sending it into some trees near the docks.

"Stay away from her!" Cannonbolt glared daggers at the Beowolf while showing off his sharp teeth once more. He turned to Pyrrha and gave a concerned look. "You okay, Pyrrha?"

"I'll be fine, thank you." Pyrrha nodded respectfully. She paused for a second before frowning. "Hold on. How did you know my name?"

"Uh... Gotta roll!" Cannonboltt gulped before turning into a ball and rolling off to continue the fight with the Beowolf and leaving a suspicious Pyrrha behind.

While everyone else was worrying about fighting these powerful creatures, Blake was making her way to the stolen ship. She made it onto the deck, and went down into the lower levels. She surveyed the area, and was surprised to find no guards or White Fang grunts awaiting her.

"Hmph, I'm not that stupid," Blake looked around while holding Gamble Shot in gun-mode. "Whoever is on this ship better show themselves before I start shooting."

"With pleasure, Belladonna." The mysterious man revealed himself with a wide grin and a cane in hand. That cane was quickly shown to be a weapon as he held it up and pointed it straight at her. "I'm glad you made it. I was afraid you wouldn't be joining us after your little secret got out."

"You," Blake growled lowly. "I've heard of you. You're Roman Torchwick. I never would have thought that you would be stupid enough to try and align with the White Fang. Even if you are a somewhat capable thief, you clearly don't realize the way that group works. They tend to stay away from lowlifes like yourself."

Roman chuckled at that comment. "Oh, I agree. I thought it was strange at first too, but you could say they made an offer I couldn't refuse."

"And what would that be? A chance to embarrass yourself by getting defeated by a little girl again? I'm sure Lucky Girl would love that." Blake sneered.

Roman's eyes flashed with hate at the mention of that name. "No. She is not why I am here, not directly. Though I will find her and finish her. Now then, are you ready to die?"

"No," Blake responded curtly, activating Gambol Shroud and switching it to katana-mode. "I'm ready to finish this. After defeating you, I'll make you tell me what's going on and then I'll put an end to this all."

"Quite a noble thought," Roman grinned evilly. "But unfortunately for you, that line of thinking is pretty damn unlikely."

Blake growled before lunging at the thief. Roman nimbly dodged every slash of her sword, and in a matter of seconds was able to roughly pin Blake to the wall. Roman merely stared as the cat faunus struggled against his grip.

"I could kill you right now," Roman hissed at her with malice in his eyes. "You're nothing but a worthless little kitty who needs to be put in her place. However, you're the lucky girl today. Because I'm feeling generous, I'll let you live."

With those words, Roman used a nearby remote to open a hatch on the side of the war-ship and threw Blake effortlessly out into the sea. The cat faunus quickly swam to shore, where Sun was waiting to pull her out and help her onto the docks.

"How pathetic," Roman chuckled to himself before turning his gaze back to the battlefield. "Now then, let's see her little friends finish this."

Ruby, Weiss, Yang, Pyrrha, and Cannonbolt were all backed up against each other. The two Grimm, while beaten and slower than before, had managed to exhaust them quite a bit. The two creatures were approaching quick, and the group needed a plan.

'C'mon Arc,' Cannonbolt urged himself. 'Think! You gotta help get us outta here! We're gonna be history if you don't.' He surveyed everything, trying to think. It was then he saw the tide was changing, entering high tide. His eyes widened as that gave him an idea. "Ruby?"

"Yeah?"

"I need you to run straight at the ocean. Use your speed to push the wave in their direction. If I'm right, it'll stun the enemies from the pressure of the changing tides. When that happens, we all have to hit as hard as we can. With any luck, we'll survive."

"Okay…" Ruby nodded slowly.

"You really think that'll work?" Yang asked.

"If it doesn't, then we better pray that our deaths will be over quick." Cannonbolt stated with a deadly serious look on his face.

"Then let's roll."

Ruby activated her semblance, rushing straight for the incoming waves. Using immense speed and a lot of strength, the reaper was able to push the direction of the wave at their opponents. The water harshly impacted with the Grimm, disorienting them.

Seeing this as their chance, Cannonbolt leapt forward and began rolling at top speed. He rammed into the Death Stalker, making it scream in agony as Cannonbolt ripped clean through the stone, leaving a giant hole in the center of the mutant-Grimm.

The giant alien exited by creating another hole and landing in the nearby water. He continued to go deeper and deeper underwater as the Omnitrix symbol started flashing purple. A flash of purple could faintly be seen from above water, but none could really see it.

Seconds after all of this, the Death Stalker began to crumble to nothing. It let out more screams and roars of pain as it slowly died.

Meanwhile, Weiss created a dagger with her glyph and threw it at the Beowolf, hitting it in the shoulder. The creature pulled out the dagger and went to throw it back, but hissed in anger and pain when Pyrrha came and slabbed into it's chest with her spear.

Yang finished the beast by firing two Fire Dust bullets at the wounds Weiss and Pyrrha made. She then threw a combination of punches that sent it into the sea where it sank to a watery grave.

After that, all was calm. No one moved, or dared to make a sound, as they waited to see what would happen. After a few minutes, Ruby let out a low groan of exhaustion.

"Is…is it over?" Ruby asked, panting heavily.

"Yeah, I think so." Yang took a deep breath and exhaled. "Now let's get on that war-ship and-."

As Yang said that, the war-ship in question began moving. It quickly went far out into the distance of the horizon, making it impossible to catch up with the vessel.

"…" Yang's irritated and upset face was the perfect reflection for how everyone else in the group felt at that exact moment.

"Well," Blake sighed. "I suppose we should all head back to Beacon."

"Yeah," Ruby agreed. "I'm beat."

Blake remembered Roman's words and grew slightly suspicious of her team leader. She would let things go for now, but she had a feeling this would all come back later. The group turned and prepared to leave to find their other friends and return to Beacon with Sun in toe.

Weiss stopped them as she cleared her throat and looked at Blake. "Blake, before we get going, I think I speak for all of us when I say that we need to have a talk."

Blake tensed. She had been dreading this moment, but she knew that she had to face them. "I suppose that makes sense. What is it that you wish to talk about?"

"Why did you hide your true self?"

Blake sighed sadly. She wasn't quite sure how to go about this. Part of her was still scared, after all. Scared of her past, scared that she was now going to lose her friends. After all, why would they want to be friends with someone who couldn't even be honest with them? Or a former White Fang member, for that matter. Blake was certain this would end terribly, and that made her want to run.

Just as she was thinking this way, Blake then felt a hand rest softly on her shoulder. Turning her head, Blake saw Sun with a reassuring look in his eye and an encouraging smile on his face. The cat faunus gave a small smile in return, knowing he was just trying to help.

With some well-needed encouragement, Blake began to speak. "I wanted to hide the person that I used to be. I thought that the best way to do so would be to hide my heritage. I had intended to tell you all eventually, but I had no idea when that time would come. I hope you can forgive me."

Silence was what she met with. The raven haired cat faunus felt her heart sink, thinking that she had lost her friends. Her eyes drifted to the ground as she awaited the scorn from the group.

Instead, she felt a pair of arms wrap around her. Looking up, she was surprised to see Ruby had been the one to hug her. "Ruby?"

"I forgive you." Ruby said honestly. "I get that you didn't want to tell us, and that was your decision. As your friend, I can't be too mad at you for that."

"Ruby..." Blake wasn't sure what to say to that. Instead of speaking, she returned the embrace in time for another pair of arms to wrap around them both. These arms belonged to a certain blonde brawler. "Yang..."

"Ruby's right," Yang nodded. "I'm sad that you didn't trust us, but I understand that you had your reasons for what you did."

From behind them, Sun grinned. He had been hoping something like this would happen. But there was one problem with this scene. He looked around, and saw exactly what he was looking for. A conflicted Weiss Schnee.

The other three saw where Sun was looking and frowned. They all three realized that Weiss had yet to say or do anything. Seeing all eyes on her, Weiss sighed.

"What part of your past were you hiding from?" Weiss asked. She was clearly trying to get some facts straight before she made any decisions about forgiveness.

"...I was once part of the White Fang." Blake confessed.

Ruby, Weiss, Yang, and Pyrrha all gave her surprised looks with wide eyes and gaping mouths. Blake expected this to be when they turn on her. They now knew her dark secret. Shame and fear gripped her as she waited for their hate to come.

Blake was stunned when that didn't happen. Ruby and Yang tightened their grips on her while Pyrrha offered a hand on the cat's shoulder like Sun had moments prior.

"You quit?" Weiss asked, breaking the silence.

"Yes." Blake nodded. "Once they turned from peaceful advocacy to military tactics, I could no longer stay. I support their core message of faunus equality, but I believe that force is not the right way to achieve it."

"Then I am willing to forgive you." Weiss stated simply. "Faunus or not, you are our teammate and friend, and I do not believe you should be condemned because of your past alliances."

"Thank you, Weiss." Blake offered a small smile, feeling a bit better knowing that she was not going to be abandoned.

"You're welcome. Now come on, I think we all could use a good rest after today's events. Let's go find the rest of JNPR and all head back to Beacon."

They started heading off when Blake noticed her new friend sticking behind. She called out to him. "Are you coming, Sun?"

"Nah, I gotta stay here and wait for the rest of my team." Sun answered with a shrug. "But I'll see you guys soon enough."

"Okay... Sun?"

"Yeah?"

"Thank you," Blake gave the monkey faunus a small smile. "I appreciate what you've done."

"Eh, don't mention it." Sun offered a wide grin. "Just doing my job. Helping people is what I do... It's what friends do."

Blake hid a small smile as she rolled her eyes. With that, Blake turned and walked off to catch up with her teammates. With that, RWBY and Pyrrha were now off to find the rest of Pyrrha's team so they could head back to their dorms for some much needed sleep.

Sun looked around at the overall destruction of the docks for a minute before smirking. "Ya know... those girls are crazy. ...I like it. Especially that Schnee. She's kinda cute, and knows how to use a sword alright... Ehehe!" He let out a monkey-like cackle before a spotlight shone down on him.

"YOU THERE! YOU'RE UNDER ARREST FOR CAUSING DAMAGES ALL THROUHGOUT VALE!" A deep voice boomed from an Atlas helicopter.

"Uh-oh..." Sun smiled nervously as he looked around him and saw lots of military vehicles. "That's my cue. Hasta la bye-bye!" He bolted off at high speeds, with all of the military men chasing after him.

When they were out of sight, Jaune slowly rose his head out from the waters near the dock's edge and looked around. Seeing that the coast was clear, he dragged himself out of the ocean and groaned. "Man, this whole Omnitrix thing really takes a lot out of one guy. You know what I mean Penny?"

He got no response to that. "Penny?" Looking around, the blonde knight realized that Penny had vanished. "Huh? Where'd she go?" He shrugged, getting out of the water. "I guess I'll have to find out later. For now, I should go catch up with the others."

With that, he quickly rushed to catch up with the rest of his freidns and avoid suspicion. But in the back of his head, the blonde had to wonder what exactly had caused those horrific Grimm.

Elsewhere:

In a dimly lit room, we see the outline of a scientist could be seen alongside the mysterious, shadowy figure of Salem herself. The demonic woman smirked evilly as she turned to the scientist next to her. "Is it ready?"

"Indeed," The scientist nodded while looking over his notes. "We believe that this strand of DNA, out of those that we have currently available, will be the easiest to perfectly recreate with the minimal amount of Grimm-like qualities."

"And the other creatures?"

"Will simply require more of your power. Therefore, they will be more akin to the halflings you have already created." The scientist explained.

Salem hummed in thought. "Good. So long as they can be useful. Now what do I do for this experiment?"

"The other DNA strands will definitely be useful," The scientist promised before reading his report. "And according to this, all you need is to take this DNA sample and perform the ritual you would if you were creating any other Grimm." He then offered her a vial of concentrated DNA.

"Very well then," Salem stepped forward and plucked the vial out of his hands. Letting it spill onto her own hands, the demonic woman concentrated as the room darkened to prevent seeing the process. Once it was done, the resulting creature slowly rose and faced Salem.

"Hello servant," Salem grinned devilishly. "Rise before your queen."

"Lady Salem," The creature spoke in a low, scratchy tone that would send chills down anyone else's spine. His outline revealed himself to be an Ectonurite, the same species as Nightlife. "Allow me to introduce myself. I am known as Zs'skayr. It is a pleasure to serve you."

With Ozpin:

The Beacon Headmaster sat at his desk, working away on paperwork. He went to take a sip of his coffee, only to be interrupted by a beeping sound. His eyes narrowed at the machine responsible for that sound; his scroll. Picking it up, the headmaster frowned at the ominous message he was sent by a contact listed simply as Q.

The message sent read as follows. "There's trouble up ahead. Be prepared for whatever comes your way. And make sure to keep a close eye on the kids."

To Be Continued…