Disclaimer I don't own Ben 10 or Rwby so don't bite my face off it's rightfully owned by Man of Action and Rooster Teeth

Ben groaned and shook his head at the situation he currently found himself in. He barely acknowledged the repremanding glare being sent his way by one Ms Goodwitch that threatened to burn a hole through his skull. But after the many times he was sent to the principles office back on earth it wasn't nearly as terrifying as it was when he were ten, heh he should probably start from the beginning.

Earlier That Day

"Ruby are you sure we should be here right now?" Questioned Ben as he made his way alongside the chipper girl who rolled her eyes after hearing his question.

"Of course Ben, I just want to look for some of the new Dust before school starts tomorrow," Whined the little rose as she opended the door to the shop. "Besides, I don't hear Goku complaining." She huffed as she looked through the canisters on the shelf.

"That's because he's to busy eating." Sweatdropped the green eyed boy as he looked over at the teen who he noticed was currently on his eighth bag of chips.

"Exactly, Ben you need to learn how to take it easy like Goku and relax, nothing bad is gonna happen." Ben gave her a look after that remark, if he were dumb enough to take that advice he wouldn't have survived Taiyang's wrath when he first caught wind of how him and Ruby met, let's just say if Goku wasn't there to take the brunt of the blow things would have been alot more messy.

Feeling a firm hand on his shoulder he turned to meet the kind eyes of their resident saiyan. "She's right Ben, if you don't take the time to enjoy life while you can it'll just end up passing you by." Advised Goku with a nod as Ben gave a tired sigh.

"I know Goku but I can't help but feel on edge you know, unlike you the most exciting thing i've ever done was caused by another version of myself." Ben explained with a frown on his face remembering when he had heard the story of the Saiyan and unlike Yang or Ruby he wasn't shocked or amazed by it, in a way he was kinda jealous.

Here was a Hero, someone who literally use to have God level strength (And by low-key standards still does) lecturing him on appreciating what he already has, what in the world does he have? that's what he himself wanted to figure out but the constant reminders did nothing to aid him in his quest of understanding...after all he was no Ben Prime...he was just plain old Ben Tennyson.

Goku took notice of his friends sudden sadness and led him out of the shop. "Ruby! we'll be back soon alright!" Goku grinned as said girl tilted her head confused and nodded. "Ok but you two be careful!" Goku waved her off with a smile "Don't worry we will." Ben let out a breath he didn't realize he was holding and looked towards the orange clad warrior. "What is it Goku?"

"Are you ashamed?"

Ben blinked, he had no idea what he was talking about at the moment. "What do you mean?" Goku's ebony orbs locked onto his own green orbs none of their usual humor to be found in them. "Are you ashamed of yourself Ben." Ben met his gaze with a look of irritation.

"No I am not."

"Coulda fooled me."

"Big surprise there."

Goku sighed and crossed his arms, "Come on Ben, what's it gonna take for you to open up? i'm your friend to ya know, and this situation seems to be bothering you." Goku concluded, he may look like a teen but he was much older and more wise then he sometimes let on. "Ruby doesn't understand and i've been around the block before, trust me I know how you feel."

Ben's emerald eyes flashed in annoyance, "Oh so suddenly you know how I feel huh? big strong alien God knows how I feel!" he didn't even acknowledge the stares he was receiving as he continued. "How could you possibly understand me and what I go through! you're you! and i'm just...me." Ben looked sadly off to the distance before jumping at the feeling of a hand on his shoulder.

He looked at the Saiyan who held a calm smile on his face before speaking. "Nobody starts off strong right off the bat Ben, I had to work to get where I am today and to tell you the truth I used to be the weakest one, their were people far stronger then me and I lost many times, even recently against the God of Destruction himself. But there's one thing you need to realize that me and my friends did a long time ago." Goku said closing his eyes.

Ben let out a curious hum before sacastically replying. "I hope this isn't a lesson in the magic of friendship." Goku laughed before flashing his signature grin. "Nope but having friends does help, what me and my pals realized is that we all want to be heroes and to accomplish that goal we needed to help one another as best we could along the way." Goku finished with a carefree smile.

Ben looked as if he just was struck as he remembered what Ben Prime once told him, The Omnitrix was just a gadget and it was he himself that made the hero. If Ben wanted to be a good hero then he needed to find peace and embrace those around him like him and his alternate selves had once done against Vilgax.

Ben chuckled lightly before looking at Goku amused. "Then I guess I got your vote huh?" Goku grinned happily. "You bet!" both teens began laughing as the atmosphere around them lightened.

Ben smiled but gained an odd look as he took notice of an orange haired individual and his crew entering the dust shop. "What the heck is going on there?" He questioned as Goku took notice and narrowed his eyes. "I don't know but it doesn't look good."

"Hey Goku, Do you know what time it is?" Turning to look at the Tennyson in confusion. "Uhhh no." Smiling Ben brought out his proto-tool and charged towards the store. "It's hero time!" Goku shook his head and caught up to him just as he crashed through the door.

Roman groaned and held his forehead, "geez you kids just keep on comin don't ya." Noticing his henchmen not moving the man glared. "Well what are you idiots waiting for! we don't have all day! finish them!" flinching at the shout the lackeys immidietly set there sights on Ruby who proves she's far from the weakest link ducks under a swipe as she twirls her weapon around and slams the butt of her sniper-scythe into the side of an unsuspecting man's face following up with a heel kick that sends his vengeful ally reeling in pain.

Not one to be left out of a fight Goku smirks as his eyes lock onto his approaching foe he quickly ducks under a punch and easily slides into his guard sending him flying into his friend as he leaps upward rapidly flipping in the air before landing on another poor soul knocking them out.

Ben notices his own enemy and grunts as he lifts up the proto-tool to block the punch. Quickly noticing his chance he retracts his proto-tool activating the stun gun feature as his unfortunate foe falls in a puddle of his own piddle causing the boy to grin as he twirls the device around. Oh alien intergalatic police weapon, how I luvvv you.

"Well Red, Mop-Top, Spiky. It's been fun, but i'll have to say adieu to you and your little dream team." Smirked the villian as he quickly made his escape Ruby made to go after him as she paused and looked at the shopkeeper. "Is it ok if we went after him?" Ben gave her an 'are you serious' expression as the man gave short nod of confirmation.

Making there way outside they see look up to see him climbing a ladder as Goku grins. "Guys! i've got an awesome idea, hang on to me!" Both Sliver and Green eyed teens didn't have much of a choice as they were grabbed by there spiky haired friend and shot up to the rooftop with a loud shout of 'Extend' the Power Pole broke it's sheath as they were sent rolling onto the roof with a cry of surprise (except Goku) much to Roman's ire and hidden amusement.

Roman scowled at them. "You brats are persistent." Ben grinned as he and his friends got into their respective stances. "And your going down." Roman smirks as a getaway bullhead rises from behind him "I'm afraid the only place i'm going from here is up." He flicks a red Dust gem at their feet causing Goku's eyes to widen as he spots the bullet heading there way he quickly activates a protective shield around them both as the following explosion covers to rooftop.

Ben opens his eyes and they widen exponentially upon witnessing the aerial battle in process as this mysterious blond haired women seems to be manipulating arrows of fire being sent their way and nullifying the effects as he feels himself being rolled out of the way of a paticularly close fiery blast as they land safely on the ground away from the roof as Goku frowned and narrowed his eyes at the flaming perpetrator as Ben took notice of him about to make a move to follow until the women stopped him.

She had a stern expression Ben often saw on his Grandpa and both his parents, she looked to be in her thirties and had hair as Golden as his hyperactive cousin Lucy Mann. "Your a Huntress!" He heard Ruby shout in glee from beside him with an excited grin.

"Can I have your autograph!?" Goku started laughing but flinched back as she narrowed her eyes at them all obviously reminding him of something horrific from the looks of it as Ben gave a resigned sigh. Somehow he knew this was only the beginning of a very long stream of similar if not worst events.

"Awww man..."

A/N And that's where we stop today, next chapter will conclude this one and reintroduce some of the cast, how different will it be this time around. *Grins* With me my friends you may never know.

I hope you enjoyed it, fav it, follow it, and remember to leave a review.

Until Next Time! Bossbrat Out!