In a flash of light appeared three people a dog and a Galvan Mechamorph the size of Said Dog.

The first a teenage girl about 16 wearing a pink hoodie with the top opened enough to show that she had a black t-shirt on underneath she also had a white mini skirt on with a pair of white shoes to Match. This is Julie Yamato Ben's ex-girlfriend

The second was a elder lady with grey hair that went to about her neck. She wore a witches cloak. This is Verdona Tennyson Ben and Gwen grandma

The third was a elder man with a pair of boots and brown pair of paints with a red Hawaiian is "GRAMPA." Cried the Tennyson's rushing him into a hug knocking him over.

"Ouch!" He cried out in surprise and pain.

"Well I don't care what is going on what are we doing here." Asked Julie with ship in her arms. "Ship ship." he said in agreement

One long explanation later.

To say they were shock would be overstated. "question why aren't of you shocked?" Asked Sparta.

"My granddaughter is half human half Anodite." Said Verdona as if that explains everything.

"My grandson can't turn into a millions different aliens One that can destroy the universe with clap of his hands." Said Max with a shrug.

"I use to date Ben and I have a pet alien this ain't that high on the strange level." Said Julie nonchalant like she was talking about the weather and making Yang Jealous.

"Any way lets start reading while he is sulking in the corner." Said Ironwood taking the book from Salem

Volume 1 Issue 9: Initiation 10

Dining Hall, Beacon Academy

6:00 A.M.

It was a beautiful day at Beacon Academy. The birds were chirping, the deer were running through the wilderness, and the sun was rising at dawn. The new first year students who were currently eating breakfast as they were trying to get the energy they need for their initiation test today.

Ben Tennyson, who finished his breakfast was readying himself for his initiation test. However, as soon he is preparing himself with his Ultimatrix activated with the Master Control Access once again, he saw Professor Goodwitch coming towards his direction.

"Hello, Benjamin, I see you're already prepared and ready for your initiation...," Ozpin greeted while Glynda retained her neutral look.

"Yes, Professor, I'm ready for it. How does this initiation work?" Ben asked the headmaster in front of him.

"Well, Benjamin, it goes like this... The new first year students are to report to the Beacon Cliff, as they will stand on the launching pads that are designed to launch them into the Emerald Forest. Once they land in the forest with their own landing strategy, the first person they make eye contact with will be their partner for the next four years, they then will head north to an abandoned temple to find and return one of the relics that are simply items which are chess pieces that I chose that will be used as a goal in the initiation. Along the way, the students will face attacks from different types of Grimm throughout the forest once they reach the temple. We and the other staff Through the initiation, the new students will be put into teams comprised of four students each as I told you before last night in my office. The teams are formed based on two pairs of students who pick the same relic. At the conclusion of the Initiation, I announce each team based on the relic they retrieved, as I name and appoint a leader to each team. The reason that I told you you're a special case student, is because your initiation is going to be slight different than the other new first years." Ozpin answered the Ultimatrix-wielder with a smirk.

"So let me get this straight... my initiation test is going to be different then the other first years are doing which is being flung into a forest and finding relics in the form of chess pieces that are placed in a abandoned temple north and your only going to be observing them by grading their performance and will not intervene?" Ben asked the Headmaster in front of him with worry as his hero complex kicked in.

"That is literally the worst test you could have ever done what if someone dies?" Ranted Julie.

"Then they would die." Said Ozpin bluntly like he doesn't care but his eyes told a different story. They held such sorrow like he remembered every single dead body in that forest and he probably did knowing him.

"Why yes, Mr. Tennyson," Ozpin replied.

"Isn't that dangerous?" Ben asked with concern in his voice.

"I understand your concern, Benjamin, the students will be fine as they have plenty of training and experience they need to pass this test," Ozpin calmly answered the shapeshifter, "Now, as I was saying your initiation is going to be different than the other students.

"Alright, what's my test going to be?" Ben asked.

"Your initiation will be a little bit different you will still have to acquire a relic but you will have to take it from two teachers including me rest assured that your secret will be safe you will be fighting me Glynda and Qrow but you will only be allowed ten transformations and no Ultimate Forms." Said Ozpin drinking from his mug seeing the thoughtful look on Ben's face.

"Okay, so where is this initiation supposed to take place?" asked our alien watcher wielding hero, already choosing ten different aliens to fight against the two professors of Beacon and the dusty old crow of Team STRQ.

"It will take place in the Emerald Forest two hours before the first years initiation." Said one of the two professors getting a nod from Ben not wanting the power of the Ultimatrix to be known by too many people just yet.

"Yes, now why don't you get ready for the test." Glynda said pointing to a plate full of pancakes two strips of bacon three rolls of sausage links one hash brown and some scrambled eggs with a cup of orange juice to wash it all down.

"Hmm tasty whatever you're paying the chefs I hope it is worth it because these are really really good." Said Ben with the bleeding affect activating with the rest of the beacon crew agreeing except for Nora who is pigging out on pancakes.

"Once you are done eating come to the Beacon Cliff and we'll get started." Ozpin finished getting a nod from the Ultimatrix-bearer.

Once Ben had finished eating he was on his way to the Beacon Cliff until he saw two familiar looking girls talking with each other made his eyes widen.

It was the same red cloaked scythe wielding girl or Summer Rose's daughter he saved and fought alongside with back at the Dust store robbery a few nights ago, and the girl she was talking to was no doubt who's facial and hair appearance is identical to Raven Branwen.

The girl possessed familiar pale white complexion with lilac eyes and bright golden hair worn loose that fades to pale gold at the tips with a cowlick sticking out at the top. Her outfit consisted of a tan jacket that bares her lower stomach, with golden brown piping and short, puffy sleeves with black cuffs that feature two gold buttons. Underneath this, she wears a low cut yellow crop top with her emblem on the left breast in black. She also wears a brown belt covered by a pleated brown piece of material reaching from hip to hip around the back of her waist, with her emblem, a burning heart, emblazoned on the right-most pleat in gold. Underneath this is a longer, white, asymmetrical piece of material reaching to her knee on the right side, as well as a pair of black mini-shorts. She wears a pair of brown, knee-high boots and orange over-the-knee socks, with the right sock pushed down just below the knee. A gray bandana is tied around her left knee and a orange infinity scarf and a pair of black fingerless gloves complete her outfit.

Ok what is it with this world and girls looking like models?" Asked Kevin getting nods from Rex and Ben and a elbow in the gut from both Gwen's.

Ben quickly put two and two together, as he discovered that this girl who was about a year older than him, but a year younger than Velvet is Raven's daughter. If his conversation with Qrow served him right, then this was the girl that Qrow told him who was searching for her own mother as she was completely unaware that her own mother left her after she was born to lead a tribe of bandits that she and Qrow were both raised in the wilderness of Anima. Qrow gave Ben a warning to never mention Raven in front of his niece or otherwise she will use her inappropriate method to interrogate him like she did to a shady bartender at a club located in a shady part of the city of Vale.

"What did you do to him?" Asked Ruby innocently. Before she could Answer summer glaring at her with enough force to scare Salem (it did scare her) as if to say "if you tell her you will get the spanking of your life." Not wanting to have to go through that torture again she quickly shut up and motioned to James to start reading.

However, Ben couldn't help but blush as he kinda have to admit, Raven's daughter is really beautiful and sexy as her revealing clothes were showing a lot of skin, similar to Japanese school girls in Anime he watched since he traveled to Japan a few months ago to shoot a Mr. Smoothy commercial. That golden Goldilocks hair, that cute little orange scarf, that cute smile, and of course her beautiful lilac eyes and the smell of lavender perfume. He swore he could've felt an aura of a party girl in her and optimism such as making puns and jokes despite in any situation similar to him.

After that thought they were both blushing but Yang recovered quickly. "Aww you think I am sexy do you want a closer look?" Asked Yang pulling Ben into her cleavage giving him a nosebleed making him pass out.

"Aww. To be young and in love. Do you remember when we were like that Azmuth?" Asked Zennith going down memory Road.

"Yes I do but I cannot help but wonder. How does he have that much blood in his body?" Asked Azmuth seeing all the blood come out of Ben's nose.

"C'mon Ruby!" The busty blonde girl panted. "We need to find the cafeteria before all the food is gone." The busty blonde girl said going in the wrong direction with her sister whose name revealed to be Ruby followed her.

Ben decided to step in and help the two half-sisters with your destination. "Excuse me?" Ben asked as the two half-sisters turned their direction to face him, "You guys are going in the wrong direction... If you are looking for the cafeteria it is outside and right to your left." Ben said always ready to help.

"Thanks for telling us what is your name?" Ruby asked before her silver eyes settled on a familiar symbol on a gauntlet attached to Ben's left arm, "Wait? Aren't you that fire guy who turned into a walking crytsal guy who helped me stop Torchwick?" Ruby asked with widen eyes, getting a weird look from her half-sister.

"Yes, I'm sorry for leaving you with the Goodwitch of the North, but I really had to find Ozpin and really didn't want to deal with the law." Ben replied before a purple aura surrounded him. "Oh no! She heard me! Remember me Little Red, Remember me!" Ben said dramatically as he was pulled by Glynda's semblance.

"was that really necessary?" Asked Max defending his grandsons action only to get a glare in response.

"yes and I will do it again if he makes another reference to that movie, I hate those references bad enough I had a deal with them from Qrow I don't need any other children to do it." She snapped

"What was that about?" Yang asked getting a shrug from Ruby.

Beacon Cliff

"Was that really necessary?" Ben annoyingly asked getting a glare from the Huntress in response.

"Yes it was and I will do it again if you make another reference to that movie, you watched in your universe." Glynda replied after releasing her telekinesis semblance on Ben. The shapeshifter then saw the headmaster himself, Ozpin, as he had his cane and mug of cocoa with him while standing a few feet away from him.

"How do you always keep your mug hot?" Asked Nora honestly curious especially with the rumors saying that the mug is attached to his skin by some kind of invisible chain.

Deciding to Humor the girl he answered. "Magic." He said simply getting lots of skepticism from his students.

"Now that is out of the way we need to head on our to start this test. Qrow is already there so there is no need to call him have you picked out your ten transformations?" Ozpin asked getting a nod from Ben to confirm that he has.

"Excellent, now step on the silver tile and we'll begin." Glynda instructed towards the silver tile as Ben nodded and stepped onto the tile.

"Now that we are here you have two hours to find Qrow, as you have to beat him in order to get the relic from him and the same with both of us. Remember you can only use ten transformations as you can use the same aliens twice but they will count as one any questions?" Ozpin asked as Ben nodded his head confirming his answer.

"Good, now Glynda if you could do the honors." He asked, getting her to roll her eyes at him but pushed the button on her scroll anyway sending the young human shapeshifter flying towards the Emerald Forest.

They stayed long enough to see a familiar green flash until Glynda spoked, "Do you still think this is a good idea what if Salem gets her hands on the device?" she asked looking at her associate.

"I don't know but what else should we do let him wander around Remnant possibly to die he has no where else to go he was lucky that Qrow found him first what could have happened if James found him first or Oum forbid... Salem." Ozpin replied.

"Or worse Raven gets to him first." Said Qrow earning I smack upside the head from Said woman

She had no answer it was probably for the best but the question remains what else could they do?

The Emerald Forest

In a flash of light in Ben's place flying over the Emerald Forest was an alien whose appearance is based on a werewolf. It had grey fur, a long flowing black mane, a large bushy black tail, and three sharp claws on each hand and foot. Its quadra-hinged muzzle was white on the outside while the inside of its mouth was red. It wore a white and black body suit that was just above his knees. This alien was Blitzwolfer, the first Alien DNA Ben had acquired back when we was ten and his meeting with his first crush, Kai Green.

"Who is Kai?" Asked Yang grinding her teeth showing her jealousy with Julie doing the same before a picture of her appeared. Kai had long, black hair and brown eyes. She wore a red shirt, green shorts, brown boots with white socks. She had silver bracelets and a blue ring.

"That is her from six years ago that was the first and last time a saw her. Back when I was ten I had this Instant crush on her but she did not felt the same she only liked Blitzwolf or benwolf as I called it then." Said Ben.

"Blitzwolfer? Awesome! Haven't used this one in a while." The Loboan said as he was flying towards a tree. With the agility only a master could have, Ben quickly grab a tree branch and swing off using the momentum to swing to the another tree before he grabbed the onto the base and slide down and jump off landing on all fours.

'Got to find Qrow and take the relic piece.' Ben thought using his werewolf-like senses to smell for stale alcohol. He found the stale alcohol but it was not Qrow, It was a huge scorpion-like creature of Grimm with ten eyes covered in alcohol. It has a jet-black exoskeleton jet-black exoskeleton underneath several white, bonelike plates upon its back, which are adorned with red markings. One of the more prominent attributes of this Grimm is the glowing golden stinger on its tail that it uses as a lure. It also has a pair of large pincers that it uses to defend itself and grab/cut into its targets.

BGM - Ben 10 (2005-2008) - Orginal Theme Song

"How do you have a theme song I don't have a theme song and I am cooler than you?"" Asked Rex not understanding why he does not have a theme song.

"I don't know I have had one since I was ten maybe I am just that awesome." Said Ben.

"All right ugly! Go bug someone else or this is going to get ugly!" The Loboan taunted ready to throw down with the Deathstalker Grimm!

The Deathstalker started off by swinging it's pinchers to knock Blitzwolfer down, but he jumped out of the way only to be smacked by the stinger. Blitzwolfer landed in the ground as he managed to get up on his two legs and felt ringing in his sensitive ears. "Okay, that is going to sting in the morning." The Loboan said shaking his head to get the ringing out of his sensitive ears.

'All right I can't jump with that stinger and I can't get to close to those pinchers so the only thing left to do is...' though Ben getting down on all fours and opening his mouth to emit a powerful green ultrasonic howl loud enough to rip up a bit of the landscape throwing dirt in some of the Deathstalker allowing him to get close and stab the Grimm in the eyes and started attacking its exoskeleton repeated while using his ultrasonic howl dealing enough damage forcing it to completely disintegrate into smoke.

BGM End

"That was impressive, I'm not going to lie." Qrow complimented leaning next to a tree drinking his booze with out a care in the world. "How long have you been there and why did that Grimm smell like alcohol?" Ben asked tracking his scent before wondering how did he do that.

"In order, since you screamed at it and I throw some expired beer on that monster to throw off my scent now are you ready to fight?" Qrow asked putting away his hip flask and pulling his sword out preparing himself to fight the shapeshifter from another universe.

"So this is the world famous Qrow Branwen in action, your weapon is going to fall against him." Said Salem

BGM - Bad luck Charm - Qrow Branwen's Theme - RWBY: Volume 4 Soundtrack (2017)

"Yep just my luck that is what my theme song is about.." Said Qrow sadly at being reminded of his Semblance.

Qrow made the first move by moving in for a thrust faster then the human eye could normally see but a Loboan is not Human at the very last second I jumped up bringing a quick claw strick yo the face leaving a nasty cut just two inches below his eyes I saw him stop to clutch his face in pain I could not but help but have the biggest smug look on my face but soon turned into a a scowl when I saw him heal. " OK I admit that really hurt but that's not gonna stop this old bird." He said as he sees the look on Ben face.

With an angry look that would make Rath proud, Ben quickly ran to Qrow on all fours ready to bite the former teacher of Signal Academy to make him regret fighting our shapeshifting hero. With a roar to scare a lion, Ben pounced on Qrow pinning him to the ground.

"Ready to give up yet?" Blitzwolfer asked ready to blast him with his super sonic howl. Normally, this would have cause a normal person to submit but not this seasoned hunter. So Qrow decided to kick Ben down there or the area that is sacred for every male in all of the Multiverse. As the Loboan look down at his crotch where the pain originated he let out a very loud werewolf howl.

With the bleeding affect on our watch willing hero took the full force of it. With a scream so loud you could hear it from Oklahoma City Qrow knew he would get a worse beating them when picked on summer when he was a student.

"It was nice knowing you Qrow." Said Ozpin slowly backing away from him and Ben with everyone joining them.

As Qrow turned to look at Ben he knew that he and his counterpart was screwed. With a look that would scare toepick and turned medusa into stone. "YOU ARE SO DEAD!" Screamed Ben turning into Rath and beating the tar out of him. (Just think about the hulk smashing Loki in the Avengers movie.)

BGM END

Bellwood, USA

10:10 A.M.

In a secret library located somewhere in Bellwood which its bookshelves are full of magical books, Kevin was helping Gwen look for a spell book that will locate Ben when Kevin just stopped and dropped everything on the floor. "Kevin, what's wrong?" Gwen asked as she turned to face him.

"Who ever is fighting Ben, they just broke the number one rule." Kevin replied picking up every thing he dropped.

"Don't Destroy Mr. Smoothy?" Gwen asked not understanding what does that has to do with anything.

"No, the other number one rule." Kevin replied solemnly.

"Wait, you mean..." Gwen began to say, but before she could even finish her sentence, Kevin put his arm around her shoulder as he tilted his head downward.

"Let's bow our heads to the poor fool..." Kevin replied with his eyes closed.

'This was my idea I am just surprised that he left it in I just put it in as a joke.' Sparta Though

The Emerald Forest

With a howl that could be heard all the way to Beacon, Qrow knew he was screwed. With a look that would scare the Creatures of Grimm into submission, Blitzwolfer was instantly engulfed in a flash of green light on his chest, causing the familiar emerald light to engulf him completely as the dusty old crow of Team STRQ covered his eyes. When the light dissapated, in front of him was no longer the werewolf, but a nine foot tall, muscular alien. The alien resembled an orange and white bipedal tiger with one black claw coming out of each wrist. It possessed green eyes, black stripes on its shoulders, head, legs and upper body, and a white jaw, neck, chest, stomach, hands and feet. Its fur was sticking out of its arms, legs, body, chin and head, making its tiger-like appearance more feral. It adorned the Ultimatrix symbol on its chest.

"RATH!" Ben shouted in anger along with a wrestler's pose. The alien Ben transformed into was none other than one of his heavy hitters, Rath, an Appoplexian from the planet Appoplexia. Similar to his other heavy hitters like Four Arms, Humungousaur, etc. Rath is known to lift objects heavier than himself and toss it around with minimal to no effort. However, like all Appolexians he is also known for his arrogance and aggressiveness, both verbally and mentally. He believes all problems can be solved by hitting it (or sometimes, hitting it a lot). He also apparently lacks the strong sense of shame most Appoplexians have, as he technically runs around nude due to a glitch in the DNA.

"You have been streaking this whole time!" Shouted Bobo pointing accusingly at him with most of the girls from Remnant except for Glynda, Summer, raven, ruby was blushing with Blake passed out from her nose bleed and Yang drooling a bit at the thought.

"what did he mean by having a strong sense of sham" Asked Penny confused looking At Azmuth.

"The Appoplexians have very very bad mood swings they can go from the most happy things in the universe to the most saddest now because of this they are often very very self-conscious about their appearance." Azmuth ignoring the cries of mercy from Qrow.

"It is not so bad it could be worse he could be completely bald. You know in a alternate future he got a Lucha door outfit and only spoke Spanish for some reason." Sparta added.

Rath's only known weakness is his lack of intelligence and highly aggressive temperament. This causes Rath to become easily distracted and difficult to stop once he starts fighting and apparent lack of intelligence also often convinces him to needlessly argue with inanimate objects. Finally, he is afraid of water, like most actual cats, but unlike actual tigers.

"Makes senses water is terrifying especially if you can't swim." Said Salem revealing her fear of water Getting strange looks from everyone around.

"We have been fighting for centuries you have angered the gods, brought ruin to our world, destroyed our moon and you're still afraid of water?" Asked Ozpin.

"Let me tell you something, Qrow Branwen, former member of the Branwen Tribe and Team STRQ. You can hurt me, you can hurt the things that I stand for, you can even hurt my feelings if I had any, but you just broken one Rath's two rules..." a slowly approaching Rath calmly said as he retracted his retractable black claws, and fists were clenching and shaking.

"W-what rules?" asked a nervous Qrow.

"Rule One: Don't mess with Rath and rule ah what comes after one?" asked a now confused Rath scratching his head before continuing.

"Two! That's what comes after one! Rule Number Two: YOU NEVER EVER KICK RATH IN THE NUTS!" Rath screamed running at Qrow, upper cutting him high into a tree as his red aura was seen shimmering. Rath then began to perform some wrestling moves while shouting the unorthodox names of his moves.

"MAJOR UPPERCUT!" Rath shouted as he uppercut the former bandit into the air as he then jumped up grabbing him. "Polaris Piledriver!" Rath shouted and turns Qrow upside-down, dropping into a sitting position, and driving him head-first into the ground.

Next, Rath picked Qrow up by the neck and sucker punched in the face sending him into the air.

"COSMIC CLOTHESLINE!" Rath screamed and jumped to grab Qrow by the head.

"FLYING OPHIUCUS SUPLEX!" Rath yelled in the air, slamming Qrow onto his back hard on the ground.

The dusty old crow shakingly stood up on his feet as he was feeling dizzy from those wrestling moves giving Rath enough time to finish him. "FROM THE TOP ROPE! SIRIUS BUTT KICKING!" The Appoplexian roared drop kicking Qrow into a tree, depleting his aura.

"those names are terrible except for the last one." Said Jaune cringing after each one thinking that they are worse them Yangs Puns.

"Is 'Sirius' like the star or like something important?" Asked a weak and tired Qrow who was seeing crows swirling around him. The Appoplexian took a few seconds to respond "LIKE THE STAR!" Rath shouted ready to continue fighting.

"Or Harry Potter." Gwen joked.

"This is no time to be Sirius." Ben said.

"I'm just checking... You'd did good kid... Here is the relic. Now, Glynda is in a cave two miles that way." Qrow said handing him a golden King crown and pointing north.

"Thanks!" Rath replied as he got on all fours and starting running towards the direction where Glynda Goodwitch is located.

A random cave somewhere in the Emerald Forest

After finishing off the dusty old crow of Team STRQ, Rath finally made it to the cave where Goodwitch was waiting for him to fight her.

"You sure took your time getting here." Glynda Goodwitch said turning around to look at Ben who was still Rath. "Let me tell you something, Glynda Goodwitch! It is not true that you took to long to wait for Rath to show up and Rath waits for no one but Rath." Rath replied, glaring at a confused Goodwitch.

"That does not make sense, and why do you speak in third person?" Goodwtich asked the aggressive Appoplexian.

Welp you've done it now. You just had to question a appolexian did you?" Said Verdona knowing what is about too happen.

BGM - Marvel vs. Capcom 3: Fate of Two Worlds - Trish's Theme

This sounds like you should be at a rave." Said Yang before Summer pulled out a wooden spoon. "And how do you know what rave music sounds like?" Asked Summer. Not wanting to be on the end of that spoon she quickly thought of something.

"Qrow took me to one blame him." Said Yang throwing her uncle under a bus.

"RATH KNOWS WHAT IS HE SAYING, PROFESSOR GLYNDA GOODWITCH, SECOND-IN-COMMAND OF BEACON ACADEMY! RATH CAN SPEAK IN THIRD PERSON WHENEVER RATH WANTS! YOU'RE GOING DOWN FOR THE LONG COUNT!" Rath shouted running at her with his claws extended cutting a large bolder only to be hit from behind.

That was rude you could've given him brain damage." Said Velvet getting a nod thanks from Ben.

Cheap trick! But Rath won't fall for it again and-Huh?" Rath shouted until he was now distracted as he saw a shiny light reflecting of Glynda's spectacles. With Rath distracted by the light Glynda tried to stealthily raise Rath out of the cave with her semblance, Rath managed to snap out of his trance and quickly engulfed himself in a familiar green glash, forcing Goodwitch to shield her eyes from the flash of emerald green light.

As the green light subsided, Rath was replaced a green, turtle-like alien with eight holes in its shell. It also has large, flipper-like arms and stumpy legs. The tips of its arms have three holes each, which can extend finger-like claws to use as fingers. It wore the Ultimatrix symbol on its chest. This was Terraspin, a Geochelone Aerio (sometimes refer to as Aldabrans) from the planet Aldabra, in the Andromeda Galaxy. This is the second out of the five Andromeda aliens Ben scanned when he got the Ultimatrix.

"Anyone else in the mood for turtle soup or is it just me?" Asked Salem.

"Terraspin!" Ben shouted in an uninterested and bored tone while Glynda Goodwitch looked at the turtle-like alien with a neutral look. "If you think that this new transformation will stop me then you are very wrong." Glynda retorted as she tried to use her telekinesis semblance on the Geochelone Aerio, but it didn't work.

"What?! Why isn't my semblance not working on you?!" Goodwitch shouted nervously while looking at her soon to be student/teacher assistant.

"Geochelone Aerio or Terraspin's species are immune to magic and mana... As your semblance and aura is your life energy then by that logic it would not work on me!"

"wow. That's a really good idea. Who are you and what have you done with my cousin?" Said Gwen getting a mock glare from said Cousin.

"Just because I am not the smartest guy around doesn't mean I can't come up with good ideas." Said Ben.

Terraspin replied retracting his head into his shell, and turning his feet into a third flipper and began to rotate his arms and legs like a helicopter blade, creating a huge amount of powerful winds into the combat professor. Goodwitch tried to stand her ground and resist the attack using her semblance via her riding crop, but the sheer force of the Aldabran's aerokinesis was powerful enough to send her flying her into the wall of the cave, knocking her out unconscious.

"Well that was easy maybe you should consider retirement." Said Salem only to get a shock from her chains and a glare from Sparta.

"I do not like bullies if it's playful fun that's fine but while you are in my chains you will be nice even if it kills you." Said Sparta

BGM End

Two Hours Later

Glynda had woken up from her unexpected nap with a huge headache and her head wrapped up in bandages next to Ben who transformed back.

"Are you ok, Professor Goodwitch? Do I need to take you to the infirmary back at the Academy or something?" Ben asked worried for her health.

"No, I think I will be fine, but how long was I out for?" Glynda asked with a headache handing him a cute doll dressed up like a king missing a crown as Ben replied.

"You were knocked out for 2 hours, sorry about that." Ben apologized sheepishly, rubbing the back of his with his hand.

"That's Okay...," Goodwitch replied nonchalantly as she continued, "You will find the headmaster back at the school in the courtyard at the foot of the statue." She pointed in the direction of the school with her riding crop.

"You want me to carry you back?" Ben asked he changed into a familiar semi-armored velociraptor with black wheels for feet AKA XLR8, one of his original ten aliens.

"No, I'll be fine... You go on ahead, I'll just take the short cut." Glynda replied as she slowly tried to get up, but only to fall back down on her knees until she heard the sudden blast of speed from XLR8 running towards his final test.

"That boy is just begging for trouble I just know it." Glynda said to herself while breathing quietly.

" I don't beg for trouble. Trouble begs and follows us." Said Ben pointing to a girl in a shirt that says "trouble." Begging him to let her follow him.

"Hi trouble," Said Ruby and Nora getting a wave in response.

Somewhere near the Abandoned Temple

After defeating the Goodwitch of the North, (watch the riding crop.)we now see our Ultimatrix-bearer running around in circles? Yes, dear readers our watch wielding protagonist is using his Kineceleran form, XLR8, to run in circles around a huge pack of Beowolves including their Alpha Beowolf, as the hero began pick them off one by one, cutting them with his scissor-like claws and making them attack one another.

"Man, these things are tough no wonder there is a job made to kill these things." XLR8 said before he laid eyes on the weirdest thing he'd ever seen and thought most people think that he is not the only one to have the ability to turn into 10 arguably 1,000,910 DNA samples of sapient beings from beyond through a Level 20 alien gauntlet watch that rearranges his genetic code on a subatomic level that is no small feat thanks to the smartest bipedal frog-like sapient being of 3 arguably 5 galaxies.

"What could be so weird that would top that?" Asked Verdona reviving no answer.

He saw that there were two people: A boy whose outfit that Ben could say that this boy's clothing is based off Chinese culture and a girl in a a mix and match outfit who were riding an Ursa Grimm through the Emerald Forest probably to the abandoned temple in the north.

The boy is a male teenager with long black hair tied into a ponytail that ends midway down his back. There is a magenta streak on the left side of his hair. His eyes match the streak in his hair, and his clothing appears to be influenced by Chinese wears a dark green, diagonally-buttoned, long-sleeved tailcoat that is red on the inside, with black and gold trimming and pink cuffs. The trimming goes down the right side of his torso and forms a black color scheme seems to be influenced to some degree by the lotus flower, which is his emblem. He wears a black, long-sleeved shirt beneath the suit, and light-tan pants with black shoes.

The girl on the other hand has short orange hair with turquoise eyes. She Her clothing is a mix and match of some sort, with different colors and themes. She wears a collared black vest that ends at her waist. Her signature emblem, a hammer with a lightning bolt, can be found on the back. Under the vest are two layers of clothing, colored red and light-blue respectively. On the back of her skirt, she wears a turquoise bow that matches her eyes. She also wears a white sleeveless top that forms a tiny heart shape between her cleavage and collarbone, with a white detached sleeve on each arm. She wears matching pink fingerless gloves on each hand, a pink skirt that starts at the waist and ends mid-thigh, and her shoes are a mix of pink and white with pink laces, displaying her emblem on their soles. She also wears armor that begins in the middle of the shoulder and neck and ends by the waist.

"Ok Seriously I have seen some weird things in the field during my time as a hunter but how did you get on the Ursa?" Asked Qrow wanting to know the secret. Nora just stared debating if he is worthy to know the secret of Grim riding before deciding by calling him over with her finger. Qrow Leaned in expectedly only for her to "boop." Him on the nose laughing at his sad face.

'Ok that was weird. What next a spoiled rich girl trying to be a huntress riding on a Nevermore only to fall to her possible death?' XLR8 thought sarcastically. But as if the universe was out to prove him right that is exactly what happened. "Well a hero's work is never done." Ben said zooming into action.

Hey this is wear we come in." Said Ruby High-fiving Nora.

With Ruby and the other students

"Don't worry, I will catch her." a teenage boy said with confidence.

The teenager who said that was a tall teenage boy with dark-blue eyes that are emphasized by his short blond hair messily layered on his head with the right side of his hair nearing his right eye and the left side swept back. He is quite toned, having strong muscles in his arms, shoulders and upper chest. He wears a white diamond-shaped chestplate cut off above his lower abdomen and white spaulders with rerebraces set under them. Underneath the armor, he wears a black short-sleeved hoodie with detached reddish-orange sleeves and a dark brown image of the bunny rabbit Pumpkin Pete trimmed in white with cute black round eyes hidden underneath the chestplate. He also wears blue pants with a white patch on the left knee, as well as black hightops with the words "left" and "right" written in black on the respected shoes' soles. He has elbow guards with cords strung through them, two belts crisscrossing his waist, both different shades of brown, with a pair of small pouches on them, and he wears brown wrist-length gloves with exposed fingertips and small metal plates over the back. His sword is strapped to his left hip in a sheath that doubles as a collapsible shield.

Jumping off the tree that he and his first friend, Ruby Rose was in, Jaune Arc soared through the air to catch a girl his age who almost fell to her death.

The girl he was trying to save was a pale skinned young girl with pale blue eyes and long white hair pulled back into an off-center bun tail and pinned with an icicle shaped tiara. A crooked scar runs vertically down her left wears a thigh-length strapless dress with a faint color gradation from white to pale blue at the hem. A small piece of black lace sits in the front of her neckline and the hem of the dress is scalloped and stitched to resemble snowflakes, with layers of white tulle under the skirt. Over this she wears a bell sleeved bolero with the same color gradation as her dress from shoulder to wrist, lined in red and with a ruffled collar and finally she had a multi dust dispensing rapier. On the back of the bolero is the Schnee crest.

As the only son of the Arc family caught Weiss Schnee, the heiress to the Schnee Dust Company, time seemed to slow down as they looked at into each others eyes before gravity took affect affect. Just before the two hit the ground, they were saved by a black and blue blur, which then revealed to be a velociraptor-like creature with wheels for feet and a strange green hourglass symbol on its chest.

"Are you two okay?" XLR8 asked, finally removing his visor reviewing his blue face, green eyes, and black lips with black stripes above and on the right side of of his eyes. Jaune nodded his head in thanks to the Kineceleran, but Weiss had a "normal" reaction.

"WHAT THE HECK ARE YOU!?" The Schnee heiress shouted, seeing the velociraptor-like alien. Though the only one not freaking out was her future partner/super bestie better than the restie.

"I never agreed to that and you can't make me." Said Weiss stubbornly cross her arms on her chest.

"But but why?" Asked Ruby close to tires holding Zwei making her look even more adorable. Before she could start to cry Ruby was tacked by Weiss forcing them into a hug (aka her strangling them.)

"I changed my mind of corse I will be your super bestie better than the restie and we will keep Zwei forever." Said Weiss swinging that you around with a surprising amount of strength.

Was Ruby Rose, because she recognized the green hourglass on his chest.

"Ben is that you? How many forms do you have? Do you have a form that makes cookies?" Ruby asked innocently, making everyone including Ben to sweat drop at the last one.

"One: Yes it is me, Ruby. Two: I have no idea how many forms I have because I can get a new one at random, and three: I have no idea." Ben replied putting the two questions down with half-truths/lies.

"Great! The gang's all here! Now we can die together!" Yang said sarcastically, when suddenly she notice the Deathstalker that was chasing Jaune and Pyrrha appeared.

"You are just a bowl of sunshine." Said Julie Getting a glare from Said blonde

"Not if I can help it!" Ruby shouted, recklessly running at the Nevermore Grimm and to Ben's shock, she shot her High Caliber Sniper Scythe, Crescent Rose, to launch her self at it on only to be knocked down. "Don't worry totally fine." She said sounding unsure before shooting at the Deathstalker and running away from the Nevermore with Yang trying to meet her halfway.

All seemed to be well on till the Nevermore fired its feathers at the red cloaked girl, making her hood get caught and Yang stop. "Ruby get up!" Yang shouted, trying to help her baby sister. "I'm trying!" Ruby replied until the Deathstalker was raising its golden stinger to strike. She raised Her arms wating for the end but it never came. Until she heard the sound of a familiar green flash, and a voice that spoke in a more gravelly tone.

"Big Chill!"

She opened her eyes and saw that her savior was none other than, Ben, who transformed into the same icy blue moth man that she saw on the news who stopped a White Fang dust robbery in Vale's Industrial District. The daughter of Summer Rose began to witness the boy in front of her as he used his familiar freeze breath on the golden stinger, the ice making contact with the stinger as it was frozen along with the Deathstalker itself. The transformed boy then flew to her position and freed her as he then carried her into his arms, bridal style, and he gently put her down as he patted her head, signaling her that she is safe.

"thank you for saving my daughter/sister I don't know what I would have done if she died." Said Summer and Yang respectively.

After Ruby was saved by Ben, she turned and see her future partner, Weiss Schnee, walking up to her with her rapier in her left hand. As soon as she made eye contact with her, she began to lecture and scold her simultaneously.

"You are so childish!" Weiss scolded.

"Weiss...?" Ruby began to speak but was cut off as Weiss continued lecturing her.

"And dimwitted, And hyperactive. And don't even get me started on your fighting style and I suppose I can be a bit difficult but if we are going to do this we're going to have to do this together so if you quit trying to show off I'll be nicer." Weiss finished as she still stared at Ruby forgetting about fiery moth man next to her.

"How does one forget that there is a alien next to you?" Asked Raven.

"back during the old days of the plumbers we used to erased peoples memories but it was casing people to develop brain cancer. Said Max.

"I'm not trying to show off I want you to know that I can do this." Ruby replied looking down a bit at the last part.

"You're fine." Weiss said walking away from the scythe wielding girl.

"Normal knees...," Ruby mumbled as she sighed in relief while Yang rushed up to her and hugs her in joy.

"So happy you're okay!" Yang shouted in relief as she looked at her younger half-sister. The two half-sisters looked up at the sky as they saw the Nevermore still flying overhead and roaring.

"Hey guys that thing is circling back around." Jaune stated, pointing at the Nevermore.

"Look, there's no sense in dilly-dallying. Our objective is right in front of us." Weiss pointed out.

"She's right. Our mission is to grab an artifact and make it back to the Cliffs. There's no point in fighting these things." Ruby agreed with the Ice Queen.

"Run and live - that's an idea I can get behind." Jaune agreeing with his first friend's idea as grabbed a white Rook piece while Ruby took a white Knight piece.

"Fine, but I want an explanation later about what he is!" Weiss demanded, pointing her sword at Big Chill, in case he really is a Grimm.

But before Ben could comment to the Ice Queen, everyone started running back to the cliffs.

They managed to make it a third away there when the Nevermore caught up making everyone hide behind different pillars.

"Well that's great." Yang said sarcastically.

"Well it can't get any worse." Ben added only to be proven wrong when the Deathstalker he froze earlier appeared.

"I am starting to think that there needs to be a new part added to Murphy's Law." Said Max making everyone look at him. "What would it say dear?" Asked Verdona. "If it involves a Tennyson then something WILL go wrong." Said MaX

BGM - Messing with the Best - Miracle of Sound - Bayonetta 2 Soundtrack (2014)

"I like this one who ever this miracle of sound is he or she is really good." Said Weiss.

"ya I agree we should make this our fight music during the torniment." Said Ruby.

"Ah, man, run!" Jaune running with his new partner, Pyrrha, and the two half-sisters.

"Nora, distract it!" Ren commanded, running with Big Chill.

As Nora nodded, she then started running out of her hiding place to shoot the Nevermore grim with her grenade launcher, however, the Deathstalker appeared behind her as she was quickly saved by Ren and Blake, cross-slashing the Grimm's shell for a green flash of light to appear behind her and slam into scorpion.

It was a yellow and black sphere, giving off the appearance of a roly-poly, It was about the size of a small car before it opened up to show a soft under belly. It had sharp claws and armored platting on its arms and legs, It had large green eyes in the shape of diamonds with a green hourglass symbol on its chest.

"Just what in Oum are you?" Ren asked with wide eyes

"celebrity, hero, God, Kombater, shape shifter. Take your pick." Said Ben.

"One of a kind... Now let's get out of here!" Cannonbolt replied, before changing into Diamondhead to join the others running across the bridge.

"Go, go!" Pyrrha shouted, shooting the Deathstalker Grimm with the rifle part of her weapon to buy some time for Blake and Ren to get on the bridge.

All was going well until the Nevermore came back and head butted the bridge trapping Blake, Pyrrha, and Ren with the Deathstalker.

As Jaune slowly got up, he realized that he need to get over there.

"Man, we got to get over there they need help!" Jaune shouted in worry as he stood next to Nora.

"Let's do this!" Nora yelled with a grin.

"Yeah, but, uh... I can't make that jump." Jaune said nervously.

Nora just grinned, knocking Jaune back as she transformed her grenade launcher into her mighty hammer.

Whoa whoa whoa you can not just turn a GRENADE LAUNCHER into a HAMMER that is just not possible you can't swing something as explosive as grenade in a hammer with out it exploding like that how is that possible?!" Ranted Kevin

"Oh, wait!" Jaune cried out to the hammer wielding girl. "No, no, no!" he pleaded.

Ignoring the male blonde's, Nora jumped high into the air and slammed her hammer on the collapsing bridge, successfully launching herself right at the center of the Deathstalker's skull. She quickly switched her hammer to its grenade launcher mode and began to fire at it as she quickly used her weapon to avoid the incoming golden stinger but she accidentally knocked off Blake making her fall from the edge.

"You never did apologize for that." Said Blake with a glare making Nora feel sheepish.

As Blake used her weapon's kusarigama/chain scythe mode, she quickly turned her whole body to throw it at the edge of the bridge, but she missed. With a ledge fast approaching, she closed her eyes waiting for the end to come. Until somehow she felt her body being caught by someone and unknowingly touched an unknown object with her hand causing a small beep to occur.

She opened her eyes only to meet by a bright yellow ray that scanned her from head to toe, as she quickly closed her eyes.

"Are you OK?" asked a familiar gravelly voice. As she opened her eyes and looked up to see who was her savior, Her eyes widen in shock as it was the same icy blue moth man from the news she saw of the White Fang's recent dust robbery in Vale's Industrial District.

She also felt pain from a pinch in her finger as she looked down at the moth man's hour glass symbol. The hourglass changed into a double helix strand as it glowed yellow. And what also surprised her more, is that she heard some sort of A.I. (Artificial Intelligence) speaking from the Hourglass symbol.

"Faunus DNA scanned and Subspecies recognized. Cat Faunus. Unlocked and available on Playlist 15." The hourglass symbol spoke much to the shock of the former White Fang member.

"Former member of the white fang huh after this is done I want you brought in for questioning when this is over." Said Ironwood "oh she will be question all right at my camp." Said Raven before they were both teleported out of the room.

"Those two never lean do they?" Sparta Said to know one in particular

"Does that happen often?" Asked Julie "YES" everyone shouted in the previous chapters.

"You are not human are you...?" The moth man asked, figuring out that the ravenette girl he saved was another Faunus, a Cat Faunus to be exact. But they both knew it was not a question. Before Blake could ask how the moth man knows her secret, they were interrupted by the Nevermore trying to make them into a snack.

"You need to chill out buddy." Big Chill retorted with an ice pun, freezing its eyes and letting Blake cut its back before jumping off landing next to her partner, Yang, on the top of the columns where she was standing.

"It is tougher than it looks." Blake pointed out, slightly out of breath from all the fighting. As she was thinking of how to defeat the Grimm with her partner, she heard a sound of a transformation and saw a green flash as she covered her eyes. When she opened them, she saw that the blue moth man was replaced by a fiery, magma-based humanoid entity whose body is composed of a bright yellow inner magma body covered by a dark red or brown rocks with the same green hourglass symbol as the moth man. She is definitely going to want some answers from this boy who her partner's half-sister said that his name is Ben.

"Then let's turn up the heat!" Big Chill shouted, turning into the Pyronite, Heatblast.

"I like the way you think, hot stuff! Let's hit it with everything we got!" Yang shouted with a grin before turning serious.

"Noooooo there is two of them!" Shouted RWB OF RWBY.

As everyone was firing there respected weapons or powers at the Nevermore, all of that was doing it was making it angry until it crash into the support columns of the temple they were standing on making everyone run up the pieces and Heatblast using his flames to project himself up via propulsion onto a bridge.

"None of this is working!" Weiss stated with a frown. She turned to face Ruby to see if she had a idea as she looked at Blake swinging from her long ribbon and Yang and Heatblast shooting a barrage of explosive fire dust bullets and pure hot fire at the Grimm.

"I have a Plan! Cover me!" Ruby proposed.

As Ruby was getting her plan ready, Jaune and the others were fighting the Deathstalker.

"We gotta move!" Jaune running to fight the Grimm with his new teammates.

As the Deathstalker swing both its pincers, Pyrrha blocking the left pincer while Jaune blocked the right pincer, knocking it off balance so Ren could shoot it and jumped on the stinger so he could start shooting at the base between it and the tail while Nora fires more grenades at the attacking claws. Pyrrha hurls her javelin straight into one of the monster's ten eyes, making it throw him to the side.

"Ren!" Nora shouted in worry of her childhood friend.

As Jaune was getting up, he noticed the stinger was hanging limply.

"Pyrrha!" Jaune shouted, pointing to the stinger as Pyrrha understood what he is talking about. Pyrrha then threw her shield with enough accuracy, slicing the stinger off as it falls into its head.

"Nora, nail it!" Jaune commanded, as the orange haired girl nodded.

"Heads up!" she shouted, catching on to the blondes idea. She then jumped up onto Pyrrha's shield and pulled the trigger on her hammer, launching herself in the air giggling the whole time before smashing her hammer on the golden stinger, killing the Deathstalker for good along with the bridge collapsing on beneath it.

"That was a really good idea Jaune." Said Ruby congratulating her fellow team Leader getting a blush from Said Arc.

As we join the others, we see Yang and Heatblast still shooting their barrage of explosive fire dust bullets and pure hot fire at the Nevermore. Until, Yang managed to shoot it in the eye and Heatblast setting its wing on fire. As the Grimm turned back around to eat one of the them, she got an idea.

As if time slowed down, Yang jumped into the birds mouth, holding it open with one arm and firing multiple rounds inside its mouth with her other arm.

"I! Hope! You're! Hung-! ...-gry!" She shouted after each shot, adding four more as she looked behind her and jumps back from its mouth onto a ruin, causing the creature to crash into the cliffs.

Once she seen Ruby and the others, she quickly catch on to the plan that her sister came up with. So she passed Weiss as the Nevermore was starting to get up. Not wanting to let a plan fail, she quickly froze the end of its tail trapping it.

While the Schnee heiress was doing that, Blake throw her sword in its kusarigarma mode across to Yang as she managed to catch it, forming a huge black ribbon slingshot. Ruby launch herself in the air to position herself on the ribbon, letting Ben who turned into Four Arms was pulling it back with his enhanced strength long enough for Weiss to put a black glyph on the ribbon.

"Of course you would come up with this idea." Weiss stated with a frown.

"Think you can make the shot?" Ruby asked, feeling slightly nervous.

"Hmm! Can I!" Weiss replied with a confident smirk before Four Arms looked at her and then Ruby.

"Can't? Four arms asked.

"Of course I can!" She replied giving both Four Arms and Ruby an annoyed glare.

"Enough arguing, Fire!" Ruby shouted after pumping her gun.

As Ruby was launched into the air, she started to fire her sniper scythe until she landed on the side of the cliff with the scythe blade against the head of the Nevermore.

Weiss then creates a series of white circles up the wall, which Ruby dashes through by firing the entire way up. Yang, Blake, Four Arms, and an exhausted Weiss watch her climb up with the bird in her grasp until, both warrior and monster crying out, Ruby reaches the top of the cliff, circles up, fires one last shot, and rends the Nevermore's head from its shoulders in a shower of petals.

She lands beside the severed head as the body of the giant Nevermore falls lifeless to the ruins and crevice below while the Ultimatrix-bearer, Weiss, Blake, Yang and, farther away, Jaune, Pyrrha, Nora, and Ren watch in amazement.

"Wow..." Jaune said in awe and amazement.

Ruby, her cape and petals flowing with the wind, looks down to her friends as they peer up.

"Well... That was a thing!" Yang added as her younger half-sister continued to smile.

"That was so cool I am so proud of you girls!" Said Summer hugging her kids by there necks.

BGM ends

"Russel Thrust. Cardin Winchester. Dove Bronzewing. Sky Lark. The four of you have retrieve the black bishop pieces. From this day forward you will work together as.. Team CRDL (Cardinal), led by... Cardin Winchester." Ozpin said to the four boys in the auditorium, as the audience applauded.

"Jaune Arc. Lie Ren. Pyrrha Nikos. Nora Valkyrie. The four of you retrieve the white rook pieces. From this day forward, you will work together as Team JNPR (Juniper) led by Jaune Arc." Ozpin said shocking the male blonde.

"Huh me?" asked a shocked and confused Jaune Arc.

"Congratulations, young man." Ozpin congratulated, along with the newly first year students. The newly formed team celebrated with Nora jumping into Ren's arms and Pyrrha punching Jaune in the shoulder knocking him down making the audience in the room full of applause and laughter.

"Blake Belladonna. Ruby Rose. Weiss Schnee. Yang Xiao Long. The four of you have retrieve the white knight pieces. From this day forward, you work together as Team RWBY (Ruby) led by... Ruby Rose." Ozpin said, surprising Ruby.

"I feel sorry for you Ruby being team leader is not easy." Said Summer before cheering up.

"but at least you get a lot of cookies during your second year." Said Summer cheerfully.

"I am so proud of you!" Yang shouted over the applause as she congratulated and hugged her younger half-sister.

"And finally Benjamin Tennyson! You have collected two out of the three pieces for your initiation. Now normally this would prevent you from coming to my school, but since you impressed me with your heroism, your ability to think different strategies on the fly, and finally your selflessness for putting yourself in front of others before you. From this day forth, you shall be known as Team 10 led by... Ben Tennyson." Ozpin announced as the Ultimatrix smiled, rubbing the back of his head with his eye close as he blushed.

The young hero could hear the audience applauding him while others were interested of his transformations.

"Now, three more future team members will be added to yours as time goes on." Ozpin added as he finished. The headmaster then began to show everyone of Ben's accomplishments during the Initiation and all of his different transformations.

'Well this looks like it's shaping up to be an interesting year.' Ben thought as he smiled, walking away from the audience. But unfortunately, he was cut off by two familiar girls: The exalted SDC heiress, Weiss Schnee, and the former terrorist of the White Fang/troubled Cat Faunus, Blake Belladonna, as both girls were both near his personal space.

"Alright you, I waited long enough! I want answers! How are you able to do all of those transformations? Why does that symbol on your watch appear every time you change? Tell me now!" Weiss demanded as she pointed her index finger at him.

"Do I really sound like that? I sound so what's the word? Bitchy? Ya bitchy." Asked Weiss looking at Ruby.

"you kind of were before port talked some sense into you." Said Ruby.

"And how did you stop the White Fang dust robbery at the Industrial District in Vale? Why did your symbol that is on your gauntlet scanned me?! " Blake also inquired her eyes narrowing into slits and secretly trying to figure out how did this boy with a strange watch gauntlet. managed to figure out that she was a Cat Faunus.

But before either girl could get their answer, Ben was engulfed in a emerald green flash, forcing the two girls and everyone including Team JNPR, Team CRDL, Professor Ozpin, and the audience to cover their eyes. When the green flash subsided, he disappeared. As everyone began to wonder how did Ben Tennyson managed to disappeared in front of their very eyes, Ruby managed to get her new team's attention and sighed as she spoke to her new partner and her half-sister's partner.

"Ben did that same trick to me after he left me with Professor Goodwitch." Ruby said as she pouted cutely like a puppy while Yang patted her back, comforting her with a hopeful expression.

"Don't worry, Ruby. I'm pretty sure Ben had a good reason not to tell us, but it's his decision to mak." Yang said to her as her new partner, and her half-sister's partner turned to face her.

"But, I kinda have to agree with you three, how did he transform into those forms? Especially that... dreamy, hot stuff, handsome, magma man." The blonde party girl purred as her cheeks were blushing red with a perverted grin.

"Yang have you no shame?" Shouted Summer.

"Hmm. Nope!" Said Yang with a grin.

"Definitely like Tai." Raven said as Yang glared.

This earned a disgusted look from Weiss, a small blush from Ruby, and a slightly blushing and nosebleeding Blake.

Unbeknowest to everyone in the auditorium, Ben tranformed into his familiar human/alien hybrid that is known to be only an inch tall, has green wings as well as one large, green cyclopean-eye. A body that is compsoed of a carbon/silicon-based alloy, possessing triangular feet, and adorning the familiar green hourglass symbol on its chest.

This was once again, Nanomech, one of his transformations that is identified as an unknown biomechanical/nanomechanical based organism.

"Nanomech!"

"Were did you get that form?" Asked Zenith not recognizing the species.

"I got it after some unknown alien chips things were messing with the Omnitrix and scanned it. It is a really long story if we have time I'll tell you later." Said Ben.

The tiny hybrid shouted in a voice to what most creatures larger than him would hear it as a squeaky high pitched voice while organisms his size would hear it as a deeper voice.

"I still can't get over how High pitch your voice is when you're like that." Said Kevin laughing at him.

"Stop laughing like that he cannot help it he so cute like." Said Weiss getting Zwei to bark in agreement and ben to blush.

"Phew... I don't have time for those two." Nanomech muttered, flying away from the auditorium undetected.

'Well the good news is that I gained a new Faunus DNA sample from that Cat Faunus, Blake Belladonna. Man, I just hope the rest of the school would be able to figure out my secret.' Nanomech thought, continuing to fly back to his dorm.

"Knowing my luck they probably will. I just hope I don't attract a crazy fan girl/stocker." Said Ben.

Mean while in modus

"We see a certain blue hedgehog catching some Z's under a shaded tree. Not to far away literally just above the tree we see a pink hedgehog stocking I mean making sure that no one bothers him especially any girls when suddenly she sneezed. "What who's there?" Asked The now wake freedom fighter looking left to right before he heard rustling in the tree. "Amy stop following me." Shouted Sonic before running off.

Back with the group

"Who would like to read next?" Asked Yang passing the book to her uncle.