Heroes united the reboot

by Darth Sparta

Heroes united the reboot

10. Reading Ben 10generator Rex:hero's unite

"Now that Qrow has agreed to read I will bring one of two final people but before I do let me tell you all now. If there is ANY fighting at all the fighters will be sharing ravens fate. Except for Salem he will live your life as a curse life just like Ozpin but you will be reborn as a human or Faunus but unlike him you will be reborn the long way. " Said Sparta releasing her from the throne.

"This is a real bad idea you have no idea what she's capable of!" Said James glaring at both Sparta and Salem desperately wanting to pull out his gun and end her.

"James sit down you know what he is capable use that brain of yours that lead you to be a general and think." Said Qrow not wanting to see his friend end up like his sister before he was blinded.

In a flash of light a new person appeared this is professor paradox (you all know what He looks like if not than look it up.)

before the professor could ask anything he was covered and a bright light that was originating from a pocket watch in Sparta hand.

"professor are you OK?" Asked Ben worried for his time traveling friend. "No. Something is wrong I can't see into the future or past of any timeline it's maddening." Said The British time traveler.

"Don't worry he is fine I have just blocked your time traveling powers they will be returned once the story is over I can't have you spoiling everything." Said Sparta, Wearing a bow tie and a fez.

(Who is the best Doctor? I'm curious.)

"Now there are more important things to do at this point and time so let's start reading." Said Sparta motioning to qrow to start reading

Volume 1 Issue 10: Ben 10 / Generator Rex: Heroes United 2

"Hey it looks like Rex is finally coming in." Said Ben high-fiving his fellow superhero.

Volume 1 Issue 10 Opening

BGM - Anime Mix AMV (Gyakuten Winner Full Song) (Lyrics translated in English)

Run time: 4:25

RWBY: Ultimate Alien

Verse 1

[The whole world has its eyes on you

Even though you can't tell that for certain

At this point, who can say

What the true answer is?]

[The opening begins with a shot of microscopic machines, more specifically, Nanites, floating around in Rex's blood as they began to generate into a familiar orange gauntlet, The Smack Hands, as they perform a screen wipe transitioning to a shot of inside of a familiar Level 20 alien device, The Ultimatrix, with green blood cells floating, representing alien DNA, as the scene switches to above the Ultimatrix dial with the familiar green hourglass symbol glowing bright emerald green.]

[The goddess has been flipping her coin

It's a sign that something's going to change

It may take a long way to reach your goal

But now's the time to take the first step]

[The next scene shows a close up of a dark figure's clothing which is then revealed to be Rex's jacket, then another close up figure of that person's clothing revealed to be Ben's jacket focusing on the number 10 in white on a black circle base on the vertical white stripe his left pectoral. It then changes to show both of our heroes faces as they both have smirks on their faces, signifying their determination.]

"I like this song." Rex said.

[Such things as 'fate'

Aren't set in stone

Believing in your inspiration

Is all you can do]

[The next scene changes to a beautiful night in a unknown battlefield where we see Team RWBY (think of their appearance and the place they were in the BlazBlue: Cross Tag Battle - English Voices Trailer) who are standing a few feet away from the two heroes with their own personal expressions and gestures. They then began to unsheathe their weapons as they prepared themselves for battle against the Ultimatrix-bearer and the Human EVO.]

"Hey it's us. We are totally going to kick your butts." Said Ruby with determination that was totally ruined with her face full of cookies.

[Let's make striking accusations

Running from the future will only lead to regret

As you're facing forward, as you're starting to sweat

Let your tears out with a shout

Objection!]

"TAKE THAT!" Said Ben Who could not resist.

"HOLD IT!" Said Rex playing along with both of them wearing suits and holding a briefcase.

[As the four color-coded girls jumped into the air, they began to fight our two heroes in a friendly rival battle. Ruby slashing with her scythe, Weiss stabbing with her rapier, Blake coming with a dual slash from her katana and sheath, and Yang coming in with a right hook. Ben and Rex both jumped out of the way, as Ben transformed into his Galvanic Mechamorph, Upgrade, and quickly merged with Rex, forming the familiar Upgrade Suit as the young EVO pulled down his signature goggles, and used his nanites to build one of his original Nanite Machines, The Boogie Pack, which was then upgraded into the Hyper Jet to quickly fly into the air. As Upgrade Rex quickly gone airborne, he quickly build his Smack Hands which were then upgraded into the Power Fists. The alien enhanced-Human EVO quickly fired them along with his Hyper Jet's heat-seeking missiles as projectiles, forcing the four girls to scatter and dodge the incoming alien enhanced-Nanite machines as it quickly made contact with the ground forming a small emerald green smoke cloud.]

"What all can you build when you are like that?" Asked Azmuth interested on everything he can build.

"Honestly I am not sure I mean when we did it for the first time the Omega Nanite was stolen we used everything except for my boots." Answered Rex

[Let's make a turnabout on justice

When you're driven into a corner, that's your chance

Any kind of love, any kind of dream

You can fulfill them, surely

Surely, you can emerge victorious]

[As soon as the smoke cloud died down, Team RWBY were about to retaliate with their attacks until a pink energy sphere about the size of a grenade and a huge rock were coming towards them as they quickly dodged it as the pink sphere expelled a small, charged energy blast of Mana and huge rock breaking into smaller pieces. And looked towards where the projectiles were coming from.]

"Looks like we will be appearing in the story." Said Kevin getting excited about going to a parallel world

Verse 2

[The feeling of defeat is quite strong

And so is the loss of our things

When times get so painful

It feels nice to be able to hold someone's hand]

[The projectiles were no doubt thrown by Ben's cousin, Gwen Tennyson, and their friend, Kevin E. Levin both having arrived at the fight. As Gwen's hands were glowing with mana while Kevin absorb matter from the ground, the two of them jumped in ready to lend their leader and his friend a hand or two.]

"Wait Wait Wait. Your name is really Kevin E. LEVIN." Said Rex struggling to hold in his laughter with everyone doing the same. Everyone that is not Yang and The mother-daughter duo that is.

"yeah yeah. Laugh it up you Ain't the first make that joke and you won't be the last." Said Kevin mumbling curses under his breath.

[Not even limits

Are comprehensible

Feeling the pressure

Is all you can do]

[As Team RWBY were seen backing up, Gwen and Kevin already arrived ready to join the party with Upgrade Rex as the two fused heroes landed on the ground, with Upgrade Rex building the B.F.S (Big Fat Sword) on his right arm as it was instantly upgraded into the Alien Excalibur.]

[From here are striking accusations

Unsolvable problems, like challenges

You can do it, alongside me

Let your spirit out with a shout

Objection!]

[As soon as Team RWBY quickly came together, they quickly saw the two newcomers. Ruby then commanded Weiss and Blake to perform their "Checkmate" team attack, as Weiss and Blake quickly moved in to attack Ben and his team. However, Gwen managed to use one of her spells from her spellbook as she quickly used a spell to force gravity on Weiss and Blake, forcing them to be on their knees kneeling before the Ultimatrix-bearer/Human EVO, Anodite hybrid, and Osmosian in front of them.]

"You two work very well together. If we ever fight outside of this story no using any magic." Said Weiss.

"Agreed. And could I possibly learn some magic from your book?" Asked Blake wanting to try out a scene from one of her books.

"Sorry but I am going to have to say no I don't know how magic will react to your heritage." Said Gwen apologized

[Let's make a turnabout on justice

It's a chance, just by the skin of our teeth

Any kind of wall, any kind of headwind

They aren't that frightening, surely

Surely, you can emerge victorious]

[As soon as the monochrome pair were down, Upgrade Rex quickly commanded Gwen and Kevin to attack them while they were down as the two were sent flying near the two half-sisters of the Rose-Xiao Long-Branwen Family. The two half-sisters were sweating of how their boyfriends and their new friends managed to take down their partners.]

[Each of those moments

Intersects with the future

Such encounters

May lead to miracles]

[Ruby and Yang decided to recklessly charge at their fused boyfriends

"BOYFRIENDS!" Shouted Julie, Qrow, summer, team RWBY, and TEAM 10 looking at Sparta for a explanation.

"Don't look at me for any explanations that part of the story has not come up yet." Sparta said, Putting his hands up in a surrendering fashion.

until Gwen managed to restrain both of them as Upgrade Rex ran at Ruby while Stone Kevin charged at Yang with his stone right hand as it increased in size.]

[Let's make striking accusations

Running from the future will only lead to regret

As you're facing forward, as you're starting to sweat

Let your tears out with a shout

Objection!]

[As soon as they reached the half-sisters, Upgrade Rex switched Alien Excalibur with his Power Fists as he retracted his spikes on the alien gauntlet, landing a direct hit Ruby as she was sent flying towards the knocked out Blake and Weiss. As Kevin landed a right hook on Yang so hard, it too caused her aura to shimmer and deplete as she was sent flying towards to the rest of her teammates.

[Let's make a turnabout on justice

When you're driven into a corner, that's your chance

Any kind of love, any kind of dream

You can fulfill them, surely

Surely, you can emerge victorious]

[As Team RWBY was defeated, Upgrade separated from Rex as he turned back into Ben while Gwen and Kevin walked up to them as they sighed in relief and claimed victory for the win. The team decided to carry each of the four knocked out members of Team RWBY back to the infirmary at Beacon Academy. Ben transformed into Four Arms and carried Yang, Rex carried Ruby on his left shoulder, Gwen used her magic to levitate Weiss and Team RWBY's weapons, and finally Kevin like Rex carried Blake on his right shoulder. The four members of Team 10 walked back over to the large, green jet that resembled a Concorde which is actually the Rust Bucket 3. A heavily modified standard issue Plumber Jet. The song ends as it changes to a orange background as Rex's gear symbol appeared in the middle as Ben's Ultimatrix symbol was placed on the gray circle of Rex's gear symbol. Then, Team RWBY and Team JNPR's emblems appear as they were placed over the tiny circles near Rex's symbol, more specifcally the tiny circles near each gear tooth. As Ben and Rex appeared with their eyes closed, they opened their eyes as they took their signature poses. Ben holding up his left arm with the Ultimatrix as the green hourglass glowed bright emerald green while Rex just crossed his arms with a smirk. Finally, the title of the chapter appeared and the opening ends.]

That was amazing the music the lyrics the fight all of it was amazing." Said Summer.

"The fight between the two team was nothing short of amazing. I like how well coordinated everyone was on team 10 and team RWBY." Raven said impressed with the two teams.

"That was impressive but I can't help but wonder how did Mr. Tennyson and Mr. Salazar ended up together with Miss Xiao long and Miss Rose." Said Ozpin taking a drink from his mug.

"I admit that is really cool that I have just one important question for the four of you." Said Nora seriously.

"What is it." Asked Ruby blushing because she never had a boy friend before. "When's the wedding." She Asked with a grin ruining a tense moment the four had and making them blush.

"All in all you two have proven strong enough to join me. Why don't you come work for me instead of the foul Ozpin." Salem Said ignoring the glares from everyone in the room the glares from everyone in the room

Team RWBY's Dorm, Beacon Academy Dorms; Beacon Academy

"10:10 A.M.

4 hours after Initiation

After a shocking and difficult initiation, many of Beacon's students, Team RWBY and JNPR included, were asking questions to themselves.

The main question of which was: How was a young man who looked younger than most of the future Huntsman and Huntresses, minus Ruby, was so freaking powerful.

Some of the many other questions were: How many forms does he have at his disposal?, What does the green hourglass symbol that is shared by all his forms mean? And finally what was the source of his power that allowed him to transform into these things?

Weiss and Blake were suspicious of this boy and were both intent on discovering what power he wields that is able to put to shame the abilities and skill of Huntresses and Huntsman alike.

As soon as the both of them walked up to Ben and demanded to know his power, he quickly disappeared in a green flash of light. Weiss and the other students of Beacon were shocked as the boy disappeared from right in front of them.

Blake, however, decided that the best course of action was to hunt him down and interrogate him. All she had to do was follow him undetected and when the time is right ambush him from the shadows and interrogate him in the darkness in hopes of finding out his secret. Just like in the books she's read.

"Must you make every operation you'd into a ninja thing?" Asked Weiss Getting a blank look in response as if she ask what 2+2 equal.

"Meh, your not the first ninja I met." Ben said.

Team RWBY went back to their dorm to rest after their initiation. Blake, however, decided the time was right to follow Ben and discover the source of his transformations. As soon she got her suitcase, she opened it up and pulled out her disguise.

Her disguise consisted of a full-length double-breasted and twin-tailed black trench coat, with a hood, long sleeves, broad shoulders, and a waist-high slit going up the back (Toy: similar to a duster). (Sparta: It is a duster trust I know trench coats.)It has a large silver zipper that fastens at the top and zips down to seal the coat. The zipper features a small Unversed symbol. It has silver drawstrings for the hood decorated with a large silver bead hanging from the end and a silver chain ornament adorned with four large cylindrical silver beads that fastens to a loop on either side of the collarbone region. In addition with this disguise comes with a matching set of black pants, black gloves, and black boots with narrow toes and prominent heels.

"Dam kitty cat you look good in that. do you still have the outfit?" Asked Qrow wanting one of his own.

"No. I had to leave it behind because I could not carry it at the time." She replied.

'Perfect. Good thing I kept this thing throughout my time during my time in the White Fang. This will help me blend in with the shadows and perfect my ninja status.' Blake thought perfectly as she began to put it on as her teammates were resting on their beds.

"You are not a ninja." Said Rex bluntly getting a horrified look from the cat Fannus.

"What do you mean I am not ninja? I am totally a ninja." Said Blake getting no answer

As soon as Blake put on her disguise and her weapon, Gambol Shroud, strapped on the magnetic sheet of metal on her back underneath, she turned around to see her new teammates still asleep.

She let out a sigh of relief and walked out of the door as she then walked outside the dorm buildings and leapt from rooftop to rooftop until she spotted Ben on the ground walking to Beacon Tower. She then witnessed him transform into the same blue moth man as flew towards the tower apparently going through the structure with some sort of intangibility.

After witnessing the boy's power from a safe distance, Blake then jumped onto the ground and ran towards the shadows near the buildings as she waited patiently for Ben to come down from the tower.

Headmaster's Office, Beacon Tower; Beacon Academy

It was a bright afternoon at Beacon Academy.

Ben arrived in Ozpin's office remembering the day that after his initiation he was to report to the his office so Ozpin can share his deep, personal secrets to the young shapeshifter.

As instructed by the headmaster, Ben is forbidden to not to leak this information and it must never leave his mouth as he didn't want everyone at Beacon to know what was Ozpin hiding.

As soon as Ben sat down in his chair, Ozpin, Glynda Goodwitch, and Qrow Branwen began to explain to Ben that magic is definitely real in the World of Remnant, long after the birth of humanity, Dust, Aura, Semblances and the Creatures of Grimm.

As soon as they finished the story of magic and the four seasonal Maidens, Ben silently crossed his arms with his eyes closed as he was trying to absorb all of the information that he learned.

And he also learned that the actual Fall Maiden is in a coma as she is resting deep below in the secret vault below the academy and there is apparently an Alpha of the Creatures of Grimm.

"If magic is real why don't you use it to take her down." Asked Weiss. "Magic is very limited I can only use so much of it at one time plus it depends on certain situations." Said Ozpin praying in his mind that his secret won't be revealed.

"Like what?" Asked Ruby excited about the concept of learning magic. " Magic is not something that can just be taught in our world while yes aura is the basis of magic you would need a huge amounts of it to lean even then that might not be enough especially if the body can't handle it." Said Ozpin.

A mysterious female master of these mindless beasts, who calls herself Salem.

Qrow took a swig from his hip flask as he and Goodwitch stood next to Ozpin's desk on opposite sides, where the headmaster is currently sitting.

"Really? No questions?" Qrow asked the Ultimatrix wielder.

"Of course I have questions..." Ben sighed as he looked down at the floor. "It's just that... this info is completely what I didn't expected to be."

"Sure, of course." Qrow replied as he sighed.

"So let me get this straight...these Maidens..." Ben spoke up, with one eyebrow raised. "They're powerful fighters that don't need Dust to use magic."

"Yeah." Qrow answered.

"And there are four of them?" Ben asked the secret faction of Remnant.

"Yup. Always." Goodwitch answered next.

"Which means that, whenever one of them dies, the power transfers to someone - a female - that they cared about?" Ben finished asking the three adults.

"Whoever was in their thoughts last. Important distinction. Best option is someone we can trust. Regardless, their souls become combined, in a way." Qrow replied to the shapeshifter.

"You see, Ben, The previous Fall Maiden, Amber, had been attacked. She was young, inexperienced. And her assailant, who we don't know her name, somehow managed to steal some of her power, but not all of it. We were afraid that if we didn't do something, the rest would go to her as well." Ozpin explained.

"And it will and there is nothing you can do to stop it from happening." Said Salem speaking for the first time in this chapter

"Ok, then why you are telling me all of this Professor?" Ben asked the cursed headmaster, "I know that Remnant is not my home, but I didn't know of this... beneath your school is an actual maiden out of the four that can levitate in the air, and manipulate the season of Fall such as creating enormously powerful gusts of wind, telekinetically move leaves and freeze them solid to create deadly projectiles, manipulate the weather and bring lightning down upon her enemies, as well as shoot deadly fireballs. That is like something I would see my Grandma Verdona could do with any element but at a much stronger rate than these four maidens." Ben exaggerated.

While he can understand that these Maidens are kinda similar to Anodites, however, they can only manipulate any element they choose, not to being limited by their season, and to be honest one major difference is that Anodites can do Elemental Manipulation with their Mana and Magic.

But these four Maidens, they don't use their Aura or Semblance, as magic in Remnant is completely independent from it.

"Are you saying grandmother's powers are similar to maidens here in Remnant?" Ozpin asked quite amused that Ben is comparing these maidens to his grandmother, but that what does that have to do with anything.

"Well...no. My grandmother, Verdona, she's an Anodite. A race of energy being aliens that hail from the planet Anodyne." Ben explaining his alien grandmother's heritage. "You see Anodites are known to be a free-spirited race as they most don't take life as seriously as most humans in my universe.

"So, that's where they come from." Salem said.

"Wait, you know my kind?" Verdona asked.

Like some would disregard the morality of their actions and would rather satisfy their own personal pleasures, but that doesn't stop them from helping others. My grandmother stated that her kind help "scads of people" and can be slightly condescending to non-energy beings. Anodites have the ability to manipulate Mana or Life Energy in my universe. It's kinda like Aura, but instead of giving you semblances, it allows you to manipulate in its raw form or pure energy, perform magic, and limited reality warping. Only female Anodites are seen as their entire body are humanoid-shaped construct of pure mana. They're a a deep-dark purple color with long flowing tentacles at their head, symbolizing hair, which are a bright pinkish purple glowing color. However, it is unknown if they're are Male Anodites in my universe." Ben concluded with his explanation of his Anodite grandmother and her kind.

"Hmmm... Interesting." Ozpin completely amused that not Ben has advanced technology but also has energy being aliens that gives them the ability to manipulate their own life energy like aura and semblances.

"Yep, my cousin, Gwen, is half Anodite and half human. My grandmother stated that it takes 75 years for an Anodite or Anodite hybrid like Gwen to completely master their powers, but for Gwen if she uses her full Anodite power for too long she'll risk losing her humanity." Ben said solemnly.

"Ok if you are a being of pure Energy then how are you able to have kids with human let alone grandchildren?" Asked Jaune honestly curious.

"well you see we Anodites are able to create "shells" that function and mimic the species that we are trying to blend in as." Answered Verdona.

"Wow, that's kinda scary..." Qrow commented, getting nods from Ozpin and Goodwitch. The fact that Ben's grandmother and cousin are powerful energy alien beings (half alien to describe his cousin) that have the ability to manipulate their life force similar to aura, but with magic, energy constructs, and limited reality warping in their universe that could easily put Dust, Auras, and Semblances to shame.

"Well, let's get back on topic, Ben." Ozpin spoke up. "Anyway, the reason that the four seasonal Maidens are very important to us is because they hold the key to the Relics.

"Is he doing what I think he is doing?" Asked Glynda Getting confused looks from her students.

"Relics? What do the chess pieces have to do with the maidens?" Ben asked confused of why do the chess pieces have to with four powerful, magical, season powered females.

"No, not those relics, Benjamin." Ozpin replied chuckling at Ben's confusion. "Qrow why don't you go ahead and tell him." he suggested to his associate.

"Sure thing, Oz, if you don't mind." Qrow replied to Ozpin, who replied back with a nod, prompting Qrow to look at the Ultimatrix-bearer in front of him as he started to explain the story to him. "Long ago, there were two brothers. The older sibling, the god of light, found joy in creating forces of life. Meanwhile, the younger brother, the god of darkness, spent his time creating forces of destruction. As you can imagine, they both had pretty different ideas about how things should go.

"Like what? The Wicked Witch of the West going toe to toe with the Goodwitch of the North." Ben joked as he interrupted the story.

"YOU DID NOT JUST MAKE ANOTHER REFERENCE!" Shouted Glynda smacking him up side the head. "Since there are a few references about that in this chapter I am going to allow that one to pass but anymore and it will be grim season for you." Said Sparta making everyone sweat from his threat.

"What?!" Goodwitch, along with Qrow, and Ozpin were a bit taken back from that irrelative question. "No!" Goodwitch replied angrily to the shapeshifter, annoyed by that movie reference before turning her attention to Qrow. "Continue, Qrow."

Qrow nodded as he continued the story about the Brother Gods. "The older one would spend his days creating water, plants, wildlife. And at night, his brother would wake to see all the things that the elder had made and become disgusted. To counteract his brother's creations, the god of darkness brought drought, fire, famine, all he could do to rid Remnant of life. Life always returned. So one night, the younger brother went and made something - something that shared his innate desire to destroy anything and everything."

"The Creatures of Grimm." Ben answered correctly.

"But then how did you come to be? You don't look like any Grim I seen." Asked Jaune but was ignored by her.

"You guessed it." Qrow told him. "The older brother finally had enough. Knowing that their feud couldn't last like this forever, he proposed that they make one final creation... together, something that they could both be proud of, their masterpiece."

"Dorothy, The Tin Man, The Cowardly Lion, and The Scarecrow, walking down the Yellow Brick Road while singing "We're off to see the Wizard!" while trying to have the courage to stand up to the Wicked Salem Witch of the West?" Ben joked randomly in the middle of the story, which prompts everyone, to look at him strangely.

"DAM YOU AND YOUR PUNS/REFERENCES TO THE PITS OF HELL!" Shouted Glynda and Salem with there aura visible Making everybody laugh at their misfortune even Raven and James.

There was silence for a few seconds before the dusty old crow of Team STRQ to laugh as he accidentally dropped his hip flask to ground while Ozpin had a smile on his face as he was amused of the young man's optimism and his sense of humor that can rival and put Qrow's partner of Team STRQ and now teacher of Signal Academy, Taiyang Xiao Long, and his daughter, Yang Xiao Long, annoying sense of humor and puns to shame despite the dark situation they were discussing currently.

"Benjamin..." Glynda said with a disappointed and a angrily tone in her voice.

"Come on. Hear me out. From my experience as a world famous superhero over the past 6 years, I've learned that no matter wherever you are in the universe, no matter if you're an evil god, alien or not. NOBODY can deny that the Fall Maiden, Amber, is kinda like Dorothy from the movie I watched, The Wizard of Oz." Ben argued jokingly.

"Ben. Enough with the movie references and puns." Glynda retorted, angrily.

"Never!" Ben immediately retorted. "It was well worth it of watching that movie when I was 5 years old and now I can get used to this." he said, trying to make it sound more convincing.

"I-I can't believe we're having this irrelevant conversation." Glynda said, absolutely astonished that they went from talking about the Brother Gods of Remnant to fictional characters in a movie in Ben's Universe that are references to their names.

"it is actually kind of funny" said velvet gain her laughter under control.

"Me neither." Ben retorted, while Qrow was still laughing uncontrollably.

"Alright! Settle down, everyone!" Ozpin said with a short chuckle, as he too found the movie joke reference a little funny especially the part where Ben joked about Salem.

As Qrow slowly stops laughing and picks up his hip flask, Ozpin turned to him as he finished laughing. "Care to finish the story, Qrow?" He asked his colleague.

"Okay...okay..." Qrow said while trying to regain his breath from all that laughter as he took another swig of booze from his hip flask. "Okay, where was I? Oh yeah!" He said, sounding more serious now. "So, the younger brother agreed that this last great creation would be given the power to both create and destroy. It would be given the gift of knowledge, so that it could learn about itself and the world around it. And most importantly, it would be given the power to choose, to have free will to take everything it had learned and decide which path to follow - the path of light or the path of darkness. And that is how Humanity came to be."

"But... what does that have to do with them?" Ben asked the scythe wielder.

"Well, that's the kicker." Qrow replied. "See, the four gifts to mankind - knowledge, creation, destruction and choice - aren't just metaphorical. Each of them exists in a physical form, left behind by the gods before they abandoned Remnant, and each of them is extraordinarily powerful. If someone were to collect all four, they'd be able to change the world. That's exactly what the enemy wants. The Huntsman Academies were created to train generations of Humanity's protectors, but they also serve another purpose - guarding the Relics. When Ozpin's predecessor founded the schools, he built them around the Relics to act as a fortress. Not only would they be easier to defend, but they would constantly be surrounded by trained warriors. The hope was that hiding them would keep mankind from using them against itself... and, of course, keeping them out of her reach." He finished explaining the long, and unnecessarily drawn out story of the Brother Gods and the Relics.

"So that is why all the schools are heavily guarded." said Penny

"So yeah, there's that." Qrow said.

"Her. You mean Salem?" Ben spoke up with a question.

"That's right. Not much is known about her. Quite frankly, that's not what matters. What matters right now is that she wants the Relics, and if she gets them, it's not going to end well." Qrow said grimly.

"He knows more than he tells you." Raven said.

Ben scoffed. "Seriously? Salem? What kind of a stupid Grimm master would name herself after a series of hearings and prosecutions of women who claimed to be possessed by the devil and accused several local women of witchcraft in my Earth's history in the late 1600's in the city of SALEM, Massachusetts. Plus, out of all the enemies I'd made over and have faced for the past 6 years, I'm sure she doesn't really stand out from the rest." He jokingly said making jokes of the Grimm Master.

"The first thing I'm going to do is when we are free I am going to kill you slowly." Said Salem

Ozpin and Qrow were laughing at his jokes of Salem, while Glynda was annoyed on the outside, but on the inside she had to admit it was funny of Ben to make fun of Salem.

"What makes you say that?" Glynda asked, crossing her arms.

"I'm sure she is one of your typical 'I want to take over the world using great power that I don't know much about and would SURELY destroy me in the end because I was a 'stupid idiot type of villain'." Ben said referencing one or two of his enemies that wanted the Omnitrix or Ultimatrix.

The reason for that is because some want it for their own personal goals of conquering the universe or Earth but in reality, they cannot as they learn the number one lesson: Never underestimate Ben 10 and his team.

"By the way, Professor... These relics sound kinda exactly like Ascalon." Ben said, recalling when he and his team discover Sir George was fighting an unknown creature from another dimension that killed him, until before his dying breath, he gave him the sword, Ascalon.

"The biggest mistake of my life." Azmuth said.

As he told Ben and his team that Azmuth was the one who created it and gave it to him as he deemed him worthy to wield its power to slay a dragon and absorb the creature's power, Diagon, into the sword itself.

Ben reluctantly took the sword and used its power to restore every human on earth until Azmuth found at. At first, he wanted to take it back, but since Ben used the sword's power to defeat some of his greatest enemies and not getting corrupted with the power.

Azmuth deemed him worthy as he allowed Ben to keep the sword as long as he kept it hidden inside the Ultimatrix where no one won't be able to find and use the sword for evil.

"Ascalon?" Ozpin asked, as Glynda and Qrow leered in wanting to know what Ben is talking about.

Ben sighed as he said, "Before Azmuth created the Azmuth and the Ultimatrix, he created a powerful weapon, a sword that can tap into the fundamental forces of my universe itself as the source of its power. That sword was Ascalon." Ben said remembering what Azmuth told him about his first creation.

"Why would the creator create such a powerful weapon like that? Glynda asked with widen eyes of why would a powerful weapon would harness the power of the universe as its source.

Ben sighed, as he explained. "Well, the reason he did it is because he was inspired to. When he was looking at the night sky with his Galvan girlfriend, Zennith, he saw planetary system in perfect alignment while spending time with her on a planet. As Azmuth went to work on the sword, Zennith deemed his first creation irresponsible, but Azmuth ignored her warnings and finally completed it. As a result, Zennith left him but he ignored it. Years later, it was stolen by an unknown warrior who hoped to end the eons-long civil war between the many factions on the homeworld a race of toad-like aliens who are intergalactic conquerors called the Incurseans. The result, however, was the destruction of the planet, which rendered the Incurseans scattered. Shocked by what he had done, Azmuth vowed to hide away Ascalon and dedicated himself to peaceful sciences, creating the Omnitrix as an apology for what Ascalon has done to the universe, hoping that Zennith would return to him. Years later, me and my team discovered an old knight who calls himself Sir George wielding the sword itself. He used the sword to defeat the creature from beyond, Diagon, and absorb his power into the sword itself as soon he died a honorable man. As soon he gave me the sword, I used it to restore every human back to normal, and continued to use the sword for good. Azmuth completely found out, and at first demanded to hand the sword back, but I convinced him to let me keep and use its terrible power for good. And with that, he concealed the sword by modifying its size to microscopic in order to place it inside of my Ultimatrix where no one would be able to find it and use it for evil." Ben concluded with his explanation of Azmuth's very first creation.

"So what can Ascalon do?" Qrow asked as he put away his hip flask, curious to see what Ben is capable of with a sword with the force of his universe as his power source.

"That would take to long to talk about but here are the things I can do with the sword. When I use it I gain a knight armor that is not only durable enough to survive a plane exploding but it also protects me from mind control. The sword is linked to the one who wields it, allowing them to manipulate and control the sword even when they aren't holding it. Though the Ultimatrix is locked down. I can use the sword to cut through metal and block or reflect energy blasts as well as projecting energy blasts, channeling its power through the knight armor to project shockwaves, create portals for transportation, erecting force fields, absorbing the powers of my opponents. Plus, the most powerful techniques I can use with Ascalon is that I can spin the sword to create whirlwinds powerful enough to send like a huge alien flying, and can destroy a planet." Ben said making everyone do a fish out of water look.

"interesting thank you for telling me what my new weapon does." Said Salem lunching at Azmuth only to have her arm cut off and shot in the stomach from Ironwood and Raven respectively before A portal opened up for all three of them.

"You think that they would learn but nooo why listen to the most powerful being in the room?" Sparta Asked

"Please tell me that sword is securely locked up." Ozpin begged as he hope Salem, Raven, or Ironwood also doesn't find out that his new student has a secondary even more powerful weapon like the Ultimatrix.

"If you mean by securely locked up, you mean shrunk to microscopic size inside the Ultimatrix. However, were you need two set of command codes and my DNA to unlock it then, yes." Ben replied making the everyone sigh in relief.

"Now onto more important matters, why are the four Maidens are important to the Relics?" Ben asked wanting to know how are the four Maidens and the four Relics are connected.

"You see, Ben. The four Maidens each have the power to perform feats of magic, and they are the only ones capable of reaching the Relics." Ozpin answered.

"How?" Ben asked wanting to know how these powerful elemental females are able to access these powerful items.

"The Relics are each locked inside a chamber that can only be opened by a specific Maiden. Winter for the gift of Creation, Summer for Destruction, Fall for Choice and Spring for Knowledge. Spring is the problem." Qrow replied to the shapeshifter.

"What happened to her?" Ben asked as Goodwitch answered his question.

"She was determined, at first, when she inherited her powers, but the weight of responsibility proved to be too much for the child. She... ran. Abandoned her training, everyone. That was over a decade ago. There's no telling where she could be now." Glynda replied remembering what Ozpin told her, Qrow, and Ironwood, about the headmaster from Haven Academy in Mistral, Professor Leonardo Lionheart, reported to them that the Spring Maiden ran away as she claimed the weight of responsibility of protecting the Relic of Knowledge of Haven was to much for her to handle.

"Wow, that's kinda sad..." Ben said in sympathy.

"personally I don't blame her that much if the weight of the world like that rested on my shoulders I would want to run to." Said Jaune getting nods of agreement from Nora and Summer.

"Yep. I been doing some digging around in Mistral, I have a bad feeling that Spring is being hidden somewhere out there in Anima. So I did some research, I believed that the only person I could ask to know where to find her is my sister. Qrow replied with his theory, he can be sure that his sister knows where the Spring Maiden, however, he doubts that Raven will answer his question which would make him more suspicious of what is his sister hiding from him.

"Why would you think your own sister knows where Spring is? Ben asked with a raised eyebrow.

"It would not surprise me if she does know where she is she has always been secretive." Said Summer making Yang Scowl at the mention of her mother.

"Because I've have a bad feeling that she is lying to me, and my own research that I'm still conducting, I think she knows where Spring is..." Qrow replied grimly.

But what the dusty old crow doesn't know is that the Spring Maiden was picked up by the Branwen Tribe, and what Raven did that didn't caught his attention, is that she met the previous Spring Maiden, who abandoned her responsibilities, and accepted her into the tribe. Despite giving her training in her abilities, Raven found her too weak to take advantage of her power and killed her out of "mercy," inheriting the Maiden powers as a result. Shortly after, she assigns one of her tribesmen to serve as her decoy. Said tribesman renamed herself Vernal to complete the ruse.

"Of course she did why wouldn't she?" Asked Yang wanting to punch her mothers face in even more.

"When we get back we need to assemble life a attack force To either capture or kill Raven." Said Qrow putting down his flask.

"Do you really need to kill her? She seems to hate Salem as much Headmaster Ozpin why not capture her and show her that she is wrong?" Asked Ruby.

"Kid real life is not like that's not how real life works I wish it did but it doesn't," said Sparta sadly.

"But How was It mercy? Killing is never right." Said Said Jaune.

"I am not going to lie. You WILL have to kill someone at one point as huntsmen we don't have the luxury of sparing everyone's lives just as we cannot save everyone." Said Glynda with a far off look remembering everyone she's killed and though she couldn't save.

"Raven..." Ozpin sigh agreeing with his associate, as Goodwitch putting her hand on her face as the others could hear muttering about bandits.

"Well, I highly doubt Raven would talk to you... But hey, I'm glad I'm not going to the wilderness in Anima since I do not want to fight her and probably get ambushed by one of her bandits." Ben said mentally making plans on how to avoid the Branwen Tribe and threatening Raven if she ever tries to capture him and steal the Ultimatrix from him when he decides to explore the whole world of Remnant to get more familiar with it.

"Ditto." Qrow replied to the shapeshifter.

"Well, back on topic. Ben do you remember what Raven said about me being cursed?" Ozpin asked as the Ultimatrix-bearer remembered his first meeting with the bandit leader/Yang's mom.

"Yes, I do remember, Professor Ozpin. What does Raven mean that you are a 'cursed man'?" Ben asked as he did remembered that Ozpin promised him not to reveal his secrets to anyone including the students as he would be the only one to understand of what makes the headmaster so mysterious.

Ozpin sighed as he began to answer the shapeshifter's question, "You see, Benjamin, it's that I made more mistakes than any man, woman, and child on this planet, and I'm not exaggerating. I'm... cursed. For thousands of years, I've walked the surface of Remnant, living, dying, and reincarnating in the body of a like-minded soul. The Professor Ozpin you are seeing right now was not my first form, and clearly wasn't my last. It's... an extraordinarily strenuous process on everyone involved."

"What happens to the previous soul?" Asked paradox.

"eventually we merge into one being with me in control." Said Ozpin with tears in his eyes remembering each and every soul he merged with.

Everyone just looked At him with pity not knowing what to do to cheer him up

"So who... what... are you?" the young hero asked the headmaster, feeling sympathetic with the headmaster.

"I am the combination of countless men who've spent their lives trying to protect the people of Remnant." Ozpin replied as his brown eyes temporarily glowed bright golden yellow as he tilted his head down in shame. "With every rebirth, my soul is eventually merged with another and I am changed, but my memories stay with me. This curse was bestowed upon me by the gods because I failed to stop Salem in the past. But we must stop her now."

"We will all of us together." Said Yang with a fist pump in the air making everyone have hope for him at all of remnant.

"And how do we do that?" Ben asked as he wanted to help the headmaster defeat Salem, and stop her from acquiring these four Relics. Don't get him wrong, even though Remnant has its own version of evil and chaotic villains. Salem to him kinda reminds him of Vilgax as both want to conquer the world, but unlike Vilgax, Salem is worse as he didn't know much about her and her powers are completely unknown to him.

Ben understands that it's none of his business as this is not his home to protect, but he will do anything to save the Multiverse or cosmos despite not being in his universe where he belongs. Like the time he ended up in a parallel version of his universe or Rex's Universe.

As he would do anything to return home, he did by helping Rex defeat a 6-year-old sentient Nanite, The Alpha Nanite, created by his older brother, Caesar Salazar, before the Nanite Event, and transporting it back to the Null Void which he banish it to in the first place mistaking the Null Void to be a empty pocket dimension, but in reality a parallel dimension connected to Ben's Universe that is actually a prison for intergalactic criminals.

"The story mentioned the Alpha Nanite a few times but what is he?" Asked Penny before a picture appeared.

The Alpha appears to be a skinny red humanoid made of energy. His body is enveloped in a soft red glow, resembling a Naljian or an Anodite. His face is somewhat skeletal, lacking a visible lower jaw and having small fang-like projections on either side of the mouth, similar to Iron Man's faceplate.

"The alpha was created sometime before the Nanite explosion by my brother Caesar. Alpha was a very dangerous Nanite entity that could take over host bodies and control and absorb machines, by using the Nanites found within them. It was programmed by Caesar to think for itself so it could perform it's original task: control the Nanites so they could do their job. However Alpha's energy form was unsustainable, every mechanical body it built burnt out extremely fast." Explain Rex before Ben cut in. "When it tried to take a biological body, Caesar was forced to use the equivalent to a Null Void Projector to fire Alpha into what he thought was an empty pocket dimension. However, unknown to Caesar, Alpha was sent to the Null Void, a penal colony created for intergalactic criminals, where it came into contact with alien technology that utilized a dimensional-equivalent to Nanites for power that it would use to return in pursuit of his "father" Caesar in order to become whole again." Explained Ben

"What happened to him?"Asked Penny nervous in case he ever came and tried to take over her body. "Rex shot me out of his canon as canon-bolt and I took out the main Nanite right after that Cesar arrived and shoot a beam that can condensed all of his Nanites into the size of a basketball after retrieving the omega-1 Nanite then I turned in to upchuck and took it back to the Null void were it rest to this very day." Said Ben.

And what begs the question is: How did Rex's brother managed to create a parallel equivalent of a Null Void Projector called the "Dimensional Disruptor."

"Don't asked me he never told me even when I asked." Said Rex, noticing seeing everyone looking at him.

Because he knew Null Void projectors were created by the Galvans, and Rex's brother somehow managed to create a parallel equivalent on his Earth for one probably due to the technology that Rex's Universe has and not just the microscopic machines every human being has on his Earth. And two their scientists are really smart on a high functioning level.

"Well, I cannot answer that question yet, Benjamin, but I deeply appreciate your concern," Ozpin replied. "Because we'll focus on the that topic later, right now I must ask you a favor."

"Alright... And what is that favor you want to ask me?" The Ultimatrix-bearer asked as he knew where this was going.

"Right, well, clearly I was meaning to ask you...can your Ultimatrix heal Amber from her condition?" Ozpin asked hoping if Ben's Ultimatrix has the same feature like the prototype Omnitrix that can be used to heal genetic damage.

"How well does the Ultimatrix heal?" Asked Weiss while thinking 'If it heals as well as I think it does then I could sell that function and not only bring glory back to the Schnee name but Bring an end to disease.'

' "it can heal all disease making it as if it was never there in theory it could regenerate limbs but you would have to be wearing it and transform into something I can regenerate limbs." Said Azmuth

"Sure! Azmuth just installed the same features like the Omnitrix and new upgrades into the Ultimatrix. I'll be willing to heal her using the Ultimatrix's repair genetic damage function." Ben replied hoping the repair function will get rid of Amber's Grimm infection that Ozpin told him about.

"Excellent! Now let's head on over, and see if it works." Ozpin replied hoping that Amber will survive, and once she does he'll be able to explain everything to her about what just happened. He then got off from his chair as Qrow, Glynda, and Ben walked on over to the elevator and push the secret button that his hidden on the elevator panel that will lead them to an underground chamber in Beacon Academy.

"Now before any of you try anything there is a defense system if anyone tries to get in without their DNA Keyed in or with out being escorted by someone with their DNA well let's just say that there is a reason why no one outside a few know." Said Qrow being serious.

Beacon Vault

After once again a long and boring elevator ride, Ben set foot into what appears to be an underground chamber hidden and beneath the school itself. The chamber itself is vast and dimly lit by wall-mounted torches that cast a pale green light. The elevator leading down to the Vault is located at one end of the corridor, and at the other end of the chamber lies the comatose Fall Maiden, Amber, as her body was hooked up to her life support machines no doubt made by the Kingdom of Atlas. The corridor appears to intersect perpendicularly with another, but the other branches are not explored.

He quickly recomposed himself as he followed Ozpin, Goodwitch, and Qrow as the four of them head towards the comatose Fall Maiden who is still on Atlas Life Support as the atmosphere of this hidden room gave off a dark and grim tone.

"Wow... So this is the Beacon Vault...?" Ben asked with a low tone. No wondering why Ozpin and the other staff members are keeping this place a secret.

He understood now that if this room were to be exposed, then the school itself would be compromised by Salem. But this is the question that Ben kept asking to himself: If Beacon Academy is supposed to surround the Relic of Choice, then where is the Relic?

"Don't ask I alone now the location of it and if you ask that I will have to kill you and I am not joking." Said Ozpin deadly serious.

Ben knew a vault is always a place where in his universe obviously keep money in the form of paper money on Earth or in the whole galaxy, Taydens. In the galaxy, aliens use the alien currency which are rectangular coins called Taydens. They're diamond-like coins which are made out of the most precious substance in his universe called Taydenite.

"How much would this "Taydenite" be Worth?" Asked Weiss assuming what team RWBY and Qrow (who has seen winter do it enough times.) enter "Schnee" mode.

"assuming that it is measured like a diamond then it would be measured by carat, so let's say that a Taydenite is a 0.50 the price would be $1400 per carat so assuming that Diamondhead can make the material or Chester stuck to make a ordinary Diamonds so assuming that you got your hands or make some diamonds at a stated or rapid Pace I don't care but in theory if you took it to say pawnshop or jewelry store you could have more money then the schnee family".said Sparta shocking the group.

Taydenite is also the material known to be capable of penetrating the metal Infinitum, a metal alloy constructed by the Tetramands and the metal of a Prypiatosian-B containment suit which are known to be a safety suit for Prypiatosian-B's in order to prevent their radiation from harming others with the exception of aliens who are immune to their radiation.

What is infinitum and prypiatosian-b" Asked Ozpin looking at Azmuth. "are a race of aliens from a planet located somewhere in the Andromeda Galaxy." Said Azmuth with a picture of Ben's NRG form appearing.

NRG was a humanoid alien made of pure, red, radioactive energy inside a dark green-teal Containment Suit, a heavy, oven-like suit that was capable of containing high levels of radiation and heat.

"I don't know much about them since they are not from the Milky Way but from what I can gather infinitum is stronger than uru a extremely rare material to melt down you need the heat of the sun meaning the armor can withstand over 10,000,000° Said Azmuth scaring the crap out of everyone the room

"Correct, Mr. Tennyson," Ozpin explained grimly, "This is where our patient, Amber, the current Fall Maiden, is held here, where Salem wouldn't find her."

"The reason that our group was founded in order to protect both mankind and the Maidens. Those hungry for power hunted them with the hope of inheriting their strength." Goodwitch spoke up next.

"And as you can imagine, the ones that succeeded weren't exactly the ones you'd want to have unimaginable power." Qrow added making Ben feel quite unease as this world is kinda more than sunshines and rainbows. This world is filled with bloody evolution and darkness that would make Vilgax's soul look black in the Null Void.

As the group managed to stop in front of the life support system, Ozpin went over to a holographic computer and began typing in a few command codes on the holographic computer.

As soon as he finished typing the codes in, Amber's pod opened up prompting the Ultimatrix-bearer to get on over with it.

Goodwitch carefully used her riding crop to channel her telekinesis semblance to gently lift Ben off his feet and move him closely to Amber's comatose body.

As Ben who was floating came close to the infected Fall Maiden, and inspected her features closely. Amber has light brown complexion, with shoulder-length, straight brown hair. She had a beauty mark below her left eye and was left with extensive facial scarring after she was attacked. She is also seen wearing a white tube top and a white skirt that are supposedly her makeshift hospital gown.

"Ok seriously even when Someone is in a coma they still look like models." Ranted Kevin

As he carefully held out his left arm a few inches away from the comatose Fall Maiden, his Ultimatrix started flashing green, as the A.I. began to speak.

"Severe genetic damage detected!" The Ultimatrix spoke as it began analyzing the infection in Amber's DNA.

"Genetic code splicing error. Should we attempt to repair? The Ultimatrix asked it's user as it finished fully analyzing the genetic damage in the Fall Maiden's body.

"Yes." Ben answered with no hesitation.

He carefully placed his left hand on Amber's forehead as the hourglass symbol on the Ultimatrix began glowing bright emerald green, the genetic healing protocol activating as the power of the Level 20 alien device began to cleanse the Grimm Infection and repair Amber's genetic code. Ben quickly closed his eyes as well as the three adults behind him as the large flash of green light engulfed everyone.

When the emerald green flash died down, Ozpin, Goodwitch, and Qrow opened their eyes as the three of them were in a state of shock, Ben had done it.

As soon as the true Fall Maiden, Amber, woken up from her comatose sleep with a gasp, she carefully pulled herself up as she was still laying her body down on the life support machine. She quickly scanned the room she was in and discovered that she was in the Beacon Vault, deep below Beacon Academy itself. She saw the headmaster himself, Professor Ozpin, his second-in-command, Professor Glynda Goodwitch, and finally the man who saved her from the amber eyed woman that tried to steal her Fall Maiden powers, Qrow Branwen.

However, she felt someone's left hand on her forehead and gently removed the hand from her forehead and began to look at the person whose hand belonging to. Amber looked at the person's hand and began to take note of her savior who no doubt somehow revived her.

It was a young teenage boy with pale white skin, shaggy brown hair, green eyes. The boy wore a black t-shirt, blue pants, black shoes, and a green jacket with two white stripes on the right sleeve, one vertical white stripe on the left side of his jacket along with the number 10 in white on a black circle base on his left pectoral.

She also took note of his small smile as he sent a nod to her that he was the one who revived her.

She also looked down on the young man's left man's hand and saw strange object on his arm, as the young man carefully pulled down his left jacket sleeve as she zoomed her eyes on the object on his left arm. It was a green gauntlet-like watch that extends up to almost half of his arm. The gauntlet itself contains wrist couplings, a black rectangular button, and it's central component, which is a selection interface consisting of a round dial with a green hourglass symbol on a black circle base.

Amber shakingly place her hands on the strange gauntlet-like device as she then heard an A.I. speaking from it which shocked her.

"Genetic damage repaired!" The gauntlet-like watch spoke.

"Thank you for saving her if you did't help her then I was a afraid that we would... never mind it is not important." Said Qrow happy that the person he sees as a daughter is OK and they won't have to do that

Amber quickly put two and two together that the boy's gauntlet-like watch somehow healed her of Salem's Grimm insect infection. She guessed that this boy's device is no doubt is highly more advanced than what Atlas has created that is commonly seen throughout Remnant.

She quickly recomposed herself and spike her first words after waking up for a long time.

"Wh-What in the name of Monty Oum just happened?!" The Fall Maiden shouted as she felt the Grimm infection wasn't in her system anymore. She decided to face the Headmaster who was few feet away form her pod.

"Amber, It's alright... You're here at the Beacon Vault safe and sound. You were just revived by one of my special case students who possesses the amazing ability to restore you by healing your genetic code." Ozpin replied with a smile, thanking the Ultimatrix-bearer for reviving the magical maiden with the power of science in his device and sending a small grateful thanks to the creator of the watch.

"No thanks is necessary." Said Azmuth

"Ozpin?! Is that you? Wh-What happened? How did I wake up from my coma?! I remember Qrow bringing me here and you guys hooked me up onto Atlas life support..." Amber asked as she was completely astounded by how she was woken up and perfectly healed as she felt her facial scarring vanished completely.

"seriously how powerful is that device? Asked Glynda looking at Ben and Azmuth. "Strong enough to heal the entire universe of DN aliens. Said Ben like he was talking about the weather. "Strong enough to destroy the universe." Said Azmuth nonchalant

"Easy, Amber, you can thank the kid here in front of you." Qrow spoke next. "You see the kid here has a very special ability to heal you with a powerful device on his arm. You can thank him for that."

"Yes, what Qrow is telling you is true. This young man used his healing power in the form of a very highly advanced device on his arm. We're glad and thankful that he fully healed you." Goodwitch finished causing Ben to rub the back of his head while blushing as he was used to these gratitudes in his universe when saving and healing people no matter if they're alien or human.

Amber closed her mouth and looked at the young man who healed her in curiosity. She then looked at the boy's gauntlet-like watch as she wanted some form of answer of how this device the boy has was able to heal her.

"Yes... It's true that I revived you ma'm." Ben said to the fully awaken Maiden as she faced the young man with eye contact. "Ozpin wanted me to use my watch to heal you, and it worked... I must say it's an honor reviving a real magical seasonal maiden. I understand you want answers of how did my watch heal you, Miss Amber, but can you please keep it a secret?" Ben finished as he asked the the Fall Maiden in front of her.

"Sure thing! And yes... Forgive me but what is your name, young man?" Amber asked her savior.

"My name is Ben Tennyson." Ben said as he introduced himself to the Maiden in front if him.

"OK, Ben. Now... Why don't we continue this in Ozpin's office. I'm sure that I want to get know you and how you healed me with that device." Amber replied.

"Sure." Ben replied as Goodwitch gently put him then used her semblance to carefully lift Amber out of the chamber as she wobbled.

Ben and Qrow decided to help her walk to the elevator as Ozpin and Goodwitch decided to follow to as the Fall Maiden will be able to hear the story of the boy and his watch.

Headmaster's Office, Beacon Tower, Beacon Academy

12:10 P.M.

2 hours later of yet another long origin story explanation...

"Ok how many times are we going to have a Origin story explanation?" Asked Gwen

As soon as Amber was fully clothed and discharged from the infirmary, she went on over to Ozpin's office and began to hear the story of her savior, Ben Tennyson.

She couldn't believe her eyes, as Ben was from another universe as he wielded an alien watch in the form of a gauntlet that rearranges his DNA, allowing him to transform into over a million extraterrestials from outer space in his universe.

She also been told by Ben that the creator who created it was meant to be use as a tool for peace as it allows the user to "walk a mile in another species shoes" in the literal sense.

Even though she has been healed by Ben and his watch gauntlet, she only still has half of her Maiden Power while her other half of her power was still missing and stolen ever since that unknown amber eyed woman managed to ambush her with two children with her that is an emerald haired, red eyed girl and a gray eyed, silvery-gray haired boy with cybernetic legs. She still needs to talk with Ozpin of how she is going to get her other half of her power back. Until Ozpin calmed her down and it will take more time as they need to focus on hiding her again in a more undisclosed location in Remnant.

"that sounds an awful lot like the students from Haven Academy." Said Glynda remembering seeing the three that matched her description

Amber was slowly taking it all in as Ozpin, Goodwitch, Qrow, and even were watching her take a deep breath while closing her eyes. As soon as she opened her eyes, she then turned her attention towards Ben who was sitting in his chair with his jacket off as he gave her the Ultimatrix as she was observing it from different angles.

"So Let me see if I got everything right, Ben. This watch you call the Ultimatrix allows you to transform into aliens by rearranging your DNA?"

"Yes, ma'm." Ben said as he was sitting on his chair while speaking the truth with honesty.

"And you can transform into over a million of these different species of aliens?" She asked skeptically.

"Over one million and nine hundred ten aliens, yes I can. It's because that the Ultimatrix's playlist menus have arranged the million samples in groups of 10 for simplicity sake." Ben replied.

"Fascinating..." Amber said in awe as she continued to observe the watch from different angles and touched the dial that contains the green hourglass symbol.

"Yep, you see, Miss Amber, the Ultimatrix has the ability to repair genetic damage. That's the reason of how I managed to heal you from your comatose state." Ben said as he continued. "Plus, the Ultimatrix can not only repair genetic damage to humans and aliens, but it can also revive the species should they ever go extinct in my unvierse."

"Amazing! But you also told me that your watch can not only transform into you aliens but it can also evolve them to their Ultimate Form...?" Amber asked fascinated by her saviors device. She is starting to accept the fact that Ben is really just really powerful and possibly can go toe to toe with experienced Huntsman or Huntress.

"Honestly I think that she took that rather well all things considering." Said Ozpin.

"Yeah, The Ultimatrix can do that thanks to special feature installed called the Evolutionary Function. What it does is that it forces my Alien's DNA into a simulated battle for over a million years, forcing them to undergo the survival of the fittest evolution thus granting them their Ultimate Form in a matter of seconds. The creator, Azmuth, disapproved of it as he claimed it was begging for trouble and it was installed into it by his former, disgraceful assistant, Albedo, who had semi-completed the watch after he stolen the unstable core from his laboratory." Ben concluded with his explanation of Albedo modifying the Ultimatrix with the Ultimate Function.

"how did he manage to sneak into your lab?" Asked Zenith remembering all security functions they put into it.

"Wow... I... Wow. That-eh. I don't know what to say, but ever since you managed to revive me... Thank You." Amber stuttered, thinking of how should she would be able to pay her savior back.

"You're Welcome. The World of Remnant may not be my home, but I'm willing to do anything in order to help out in the Multiverse. Even if it involves trouble begging to follow me and not the other way around." Ben replied sheepishly causing the Maiden to laugh.

As soon as they both laughed together, Professor Ozpin cleared his throat as the two then focused on the Headmaster.

"Sorry if I interrupted of you two getting acquainted with one another, but, Benjamin... I just want to say thank you for reviving her." Ozpin spoke to the Ultimatrix-bearer, causing him to smile as he blushed.

"You're welcome, Ozpin. It was nothing." Ben replied as he began to change the topic.

"Now onto more important matters! How am I going to get any teammates with out anyone knowing my secret?" Ben asked looking at Ozpin before a familiar blue flash and a familiar voice that Ben recognized appeared, shocking the four adults in the office.

"I believe I can help you with that, Benjamin." Professor Paradox appearing behind the Ultimatrix-bearer with a cloaked figure standing next to him.

"Professor Paradox?" Ben asked in shock while a certain combat professor now has an annoyed expression on his face.

"Paradox?! What in the name of Oum are you doing here?" Glynda asked glaring holes into him hoping he would just drop dead.

"How do you know Professor Paradox, Miss Goodwitch?" Ben asked curiously.

"I know him because he was there when my parents died and he refused to go back in time to save them." Glynda replied glaring at the time walker.

"Is that true?" Asked Verdona.

"Yes, I remember now." Glynda said.

"Yes, that is true. But as what young Benjamin explained to you, There are rules that I must follow such as things I can interfere and things I can't do to interfere even I have to answer to a higher power." Paradox explained getting nothing but a glare from Goodwitch.

"Do you really?" Asked Yang surprised "yes. Even with my knowledge and power of time there are things far stronger than me things I hope none of you ever have to meet things more powerful than alien X." Said Paradox seriously.

"Now, onto the reason that I am here. I noticed your problem of finding young Benjamin a teammate so I brought you someone that Ben is familiar with that will be a great help to him and all of you in the future of Remnant. So, young man, if you would please remove your hood." Paradox instructed bringing the hooded figure closer as the person identified as a male began to remove his hood and cloak.

BGM - Ben 10 / Generator Rex: Heroes United Theme Song ~ Ben 10 / Generator Rex: Heroes United (2011)

When the person removed his cloak, Ben immediately recognized the person he met when he accidentally traveled to a Parallel Earth in a Parallel Universe that is parallel to his own. The person was a Hispanic teenager, being half-Mexican and half-Argentinian. He is most normally seen with lightly spiked, slicked back dark black hair. He is also taller than most people his age including Ben himself. He wears a t-shirt that is blue on the top-half and white on the bottom-half, with two orange rectangles on the left pectoral. He wears black pants with blue geometrical patterns which glow whitish blue whenever he uses his powers, and black-blue shoes. He also wears orange cuffs, black gloves, and a pair of brown googles with orange lenses perched on the top of his head. Finally, he wore a matching red-orange patterned jacket, which is similar to Ben's jacket, only major differences is that there are two pairs of orange stripes on both sleeves, and it smells like bananas.

"Do you ever wash your coat?" Asked Ben smelling the bananas. "Yes but the monkey just keeps putty his peels in my coat." Said Rex

This is Ricardo Salazar or his friends and family on his Earth and Universe call him Rex. He is a Human, but he is also an Exponentially Variegated Organism or EVO for short.

Ben first met him when a space-time rift appeared in Bellwood while he was doing a TV interview at a celebrity gig. Next thing you know he quickly transformed into Humungousaur to fight what he described a "mecha monster" that appeared from a big hole in the sky, until he was brought in and landed in the Parallel Universe where Rex resides. Later on, the two bonded with each other, sharing their origin stories and both work together to take down the monster that Ben fought where in reality is actually a 6-year-old sentient Nanite, The Alpha Nanite, which Rex's brother, Caesar Salazar, created originally to control machines six years ago in Rex's Universe before the Nanite Event occurred.

Ben's eyes widen as he recognized the Human EVO. Needless to say it's been a while ever since he left Rex's Universe after dropping off the trapped Alpha Nanite back into the Null Void, and he headed back to his universe thanks to Caesar using a parallel equivalent of a Null Void Projector he created called the Dimensional Disruptor.

Unknown to him, Rex was thinking the same thing as he was glad to see the human shapeshifter again as they can't wait to do this team-up again and vice versa.

"I guess it's true great minds do think alike." Said Rex fist bupping Ben.

BGM Ends

"I like the song. It sounds like it is the perfect blend of your two personalities." Said Jaune."I agree we should make this in to our fused battle music." Said Ben getting excited about the theme song. "Now all I need is a theme song. I am thinking it could go something like this. It started when the nanites went ka-pow upon the scene. Transforming all the lifeforms like nothing you've ever seen. But there's one lucky hombre that can make them build machines: He's Gen Rex. What do you think?" Asked Rex. "Dude. You totally stole my theme song!" Said Ben "Stole it? I came up with it literally an hour before I met you." Arguments Rex

"Rex! It's good to see you again man!" Ben said walking over to him as the two of them fist bump and bro hug each other.

"It's good to see you again too, Ben. The doc here explained everything but still won't explain why are we here." Rex replied glaring at the time walker.

"Yeah, he kinda does that. I think he just loves doing that. Ben added as Paradox continued.

"Now that is one member down we just need two more members and you will have a full team." Ozpin explained looking at the time walker. "

"Don't worry right now Young Z- Oops spoilers! Anyway, you two are here because there is a great evil that if not stopped it will spread across the Multiverse." Paradox said getting straight to the point.

"Wait a minute! You said that you could not see what was going to happen! Did you lie to me?!" Ben asked glaring at being lied to by his time traveling friend.

"Yes I did. It was only necessary to do so if I didn't then we might not be here having this conversation." Paradox replied with a frown as he felt guilty for lying to him.

"How would we not have this conversation then?" Qrow asked taking a sip from his hip flask while Ozpin doing the same with his mug.

"Because then he and Rex would Join Salem." Professor Paradox finished, making the two men take a spit take all over Glynda soaking her in cocoa and booze in the process.

"WHAT!" the three Huntsmen and Fall Maiden cried out in horror (along with everyone in the audience.) at the very thought of the idea of Salem having access to that kind of power.

"So you see why I had to lie a bit with all that is at stake. Now I must take my leave." Paradox finished with a smirk, pulling out his pocket watch and leaving in a blue flash.

As soon as Paradox left, everyone was left with one thing going in on all there minds: 'It is a good thing he did lie.' everyone thought at the same time.

"Oh, I all most forgot to tell you all something Paradox told me." Rex added. "Don't let the Spartan/Invinicible Girl fight alone and nothing is as it seems. Does anyone know what that means?" Rex asked getting a no from everyone.

"Don't ask I partially know what's going to happen but not everything."Said Sparta

"OK, back to the main topic! Salem is going to come after you or more specifically the Ultimatrix and Ascalon. Plus, if what you told me about Rex is true then she will come for the Nanites and Omega-1 Nanite. If she does get her hands on them, then there will be no place that is safe to hide the both of you." Ozpin said seriously, getting everyone's attention.

"Now that Mr. Salazar is here, we can now start to plan for the inevitable confrontation. Mr. Salazar, from what Ben told us can you tell us what can you do?" Glynda asked curiously, pointing her riding crop at the Human EVO.

"Well, I can turn my body into a living weapon by generating different machines for different uses. I can communicate with any and all forms of technology except for maybe the Ultimatrix. I'm also the only one who can cure any EVOS but I don't think that last part will mean anything here." Rex replied while demonstrating his ability to create his "Builds" by using his Nanites to generate his massive orange gauntlets called the Smack Hands, wowing the three Huntsmen and the Fall Maiden.

"what does it feel like to build those machine?" Asked Ruby wanting to build her own like him. "Honestly it feels like when you're eating something it just comes natural." Said rex.

Ben, however, smiled and shrugged as he already seen Rex's builds for the first time. It became even more awesome when he fused with Rex to form a suit for him to wear by using one of his original 10 aliens.

That said alien was a Technological Alien Humanoid, or more specifically, a Galvanic Mechamorph he nicknamed Upgrade to enhance Rex's builds with alien technology to combat the Alpha Nanite after he stole the Omega-1 Nanite from Rex to sustain his unstable Nanite body.

"Amazing! You can make all these machines from your body because of these micro-machines in your body, these Nanites. Where can I get some?" Qrow asked seriously wanting that kind of power.

"Well I could give you some and you'll get a super power or you could turn into a hideous monster bent on nothing but destruction that is if you want some." Rex said with a grin, slowly walking towards him.

"N-No Thanks! I think I'm good! No need to turn me from a handsome man to an ugly monster!" Qrow shouted nervously, backing away from Rex after seeing his grin.

"Anyway, Ozpin, I've been wondering if it's possible that me and Rex could have our Auras unlocked and possibly a semblance?" Ben asked making everyone and everything go silent at the possibility.

Everyone stopped and stared at the two dimensional hoppers left everyone wondering the same thing 'is it possible?'

"It might be possible... Qrow see if you can unlock Mr. Tennyson's Aura, Glynda do the same thing with Mr. Salazar." Ozpin instructed as Ben started to get up only to be pushed back down with Qrow putting his hand on Ben's head. While Goodwitch doing the same.

"For it is in passing that we achieve immortality. Through this, we become a paragon of virtue and glory to rise above all. Infinite in distance and unbound by death, I release your soul, and by my shoulder, protect thee." Qrow said before everyone was blinded by a flash of red and green light and an Anodite pinkish purple light.

"That is not right he is supposed to glow white and maybe blue a little but not have a pinkish purple color.." Said Qrow "I think I know what is happening Ben has possibly unlocked his mana powers." Said Gwen exited. "This is wonderful if you unlock the full spark then I could whoa." Verdona screamed out in freight probably seven fireball flying over her head.

"that is your only warning." Sparta Said.

"Is that normal?" Rex asked as he opened his eyes to see Qrow passed out on the ground and Ben floating in the air.

His were eyes glowing bright Ultimatrix green then changed to Anodite pinkish purple for a bit before it died down to show his eyes returned to their normal emerald green shade. When he opened it again, they were now glowing bright Anodite Pink like his cousin's powers.

"No it's not, someone passing out is not unheard of but glowing eyes outside of the sliver eyes is not normal." Ozpin slowly getting up only for Glynda to put her hand in his way signaling him that she'll be fine as she was about to do the same Rex. However, she highly doubt that she would pass out like the drunken old crow.

"Silver eyes glowing? Mine nor my moms glow. How can they glow?" Asked Ruby getting nervous looks from the Professors and the two huntsmen.

"Kid. Once we are done we will tell you everything if this story doesn't do it for us." Said Qrow

"For it is in passing that we achieve immortality. Through this, we become a paragon of virtue and glory to rise above all. Infinite in distance and unbound by death, I release your soul, and by my shoulder, protect thee." Glynda said before dropping to the ground breathing hard on one knee while being blinded by flash of brown and a Nanite or Omega-1 Nanite blue light.

"OK, I am starting to think that nothing is going to be normal around us I mean Rex's eyes are glowing and switching between White and Nanite blue and mines the same thing except bright Ultimatrix Green and Anodite Pink and the both of us are floating 2 inches off the ground." Ben stated and true to his words, both him and Rex were floating two inches off the ground like him.

As Rex started to come back down as his eyes returned to their normal brown as while opening to reveal them glowing brown then changing to Omega-1 Nanite blue then brown again. While Ben same thing as his green eyes were glowing Ultimatrix green then Anodite pinkish purple then back to his eye's normal shade of emerald green. However, Ben looked at his hands as he clenched them into fists and suddenly their were glowing transparent magenta-colored circular discs around them.

'Wait a minute...? Is this my Mana?! I know Grandma Verdona told me I don't have the "spark", but this so cool even though I can only manipulate Mana lesser degree than an Anodite. Well, Gwen's gonna find out for sure and probably get suspicious of how I unlocked it...' Ben thought thinking of how his cousin and possibly his grandmother would question him on he unlocked his Mana without being taught.

"By Io, he has the spark!" Verdona Said.

"Oh. What was that? I feel like that me and Ben could go 10 rounds with the Alpha Nanite non stop!?" Rex said getting confused looks from the professors, Amber and a fully awakened Qrow.

"I know right! I feel like a part of me has been missing for years. And has returned 10 years later. Plus, I now feel stronger than ever before! I could agree that I could also go 10 rounds with that Nanite Monster and Vilgax!" Ben added getting a nod of agreement before getting serious.

"At one point, Velvet mentioned that everybody and every living thing has aura everything except for the grim that is but she didn't go into detail on what it is." The Ultimatrix wielder commented remembering of how Humans and Faunus both possess a soul that grants them their Aura in this universe.

"Ah yes I figured that Ms. Scarlatina would have explained more in depth, but since she didn't I will explain. Aura is the manifestation of our soul, It bears are burdens and shields our heart. All of our equipment, our weapons, our machines, everything is a conduit of aura and we are the source. With enough practice aura can become a shield or a weapon by increasing our strength and durability. Semblances, however, are a more tangible projection of one's Aura as it's the manifestation of one's innate and personal power as an ability unique to each individual, with the effects varying greatly from user to user. The nature of one's Semblance is noted as representing an aspect of their character and most can modify their Semblances with Dust. However, a person's Semblance can be similar to the Semblances of their parents or other family members. For instance, the Schnee family Semblance, summoning glyphs. Also, certain individuals that have Semblances are able to manipulate certain physical phenomena according to the nature of their power. Like for example, Qrow's nieces who are in Team RWBY such as Ruby Rose who has the ability to move at incredible speeds while her half-sister, Yang Xiao Long, can draw strength from the hits of her opponents." The Headmaster explained as he pulled up a video of the initiation showing the half-sisters using their semblance as well as getting a nod of understanding from the two dimensional hoppers.

"So that is what aura is. I was being to think that it was like magic." Said Kevin getting nods of agreement from the boys.

"By the way, Ben, I noticed that your watch got some DNA from Miss Belladonna can you show us?" Ozpin asked curiously (By the way for those of you readers don't know, he doesn't know Ben can turn into a Rabbit Faunus as he hasn't seen it yet.) as Ben was wondering, 'How did he notice that?!'

Now since Ben did not name his new Faunus transformation, it took him awhile to find it until he reached Playlist 15. The hologram of his new Faunus form is him with cat ears.

"Here it is! Let's see what it can do." Ben said as he slammed the Ultimatrix core down, causing everyone to cover their eyes from the emerald flash.

In Ben's place was a long brown haired, green eyed, male Cat Faunus with an androgynous appearance and slender frame. His bangs covering his left green eye. His attire consisted of a emerald green short shirt, kimono, and matching pants, under which he wore black mesh armor that is visible at his wrists with hidden blades that could turn into a knife with a cat head. He also wore black-green hand guards, with a black belt, and his ankles and wrists are wrapped in black-green cloth, and traditional Japanese tabi black ninja shoes. He wore a black haori with two white circles on it with the Japanese Kanjis that stands for "ninja" on the right and "cat" on the left. The Ultimatrix symbol was located on his chest that can be concealed with a covering with the Japanese Kanji for "Alien". And to finish off the look, he wore a long black-green headband, a long, black-green scarf wrapped around his mouth and extending to his back, almost looking like a cape, a black-green hooded cloak that is also a cape fastened to his shirt with Yin and Yang pins as the fabric acts as a glider for aerodynamics, and has a giant black and white scroll full of ninja weapons including Shurikens, Kunais, Kusarigamas, Bo Staff, Dual Nunchakus, Dual Katanas, Dual Sais, Naginatas, Spears, etc.

"Blake are you ok?" Asked Weiss seeing the blood rushing out of her nose like it was a geyser and steam coming out of her ears. "I am fine I just remembered a scene similar to this in my book." Said Blake with tissues in her nose and a blush on her face."ok that explains your reaction but what about Ruby.?" Asked Yang seeing the love eyes of Ruby Rose staring at shadow cat or more specifically the scroll. "That scroll can hold all those weapons it's *Sniff* so beautiful *Sniff* give me a minute." Said Ruby drying her tears with her mother making everyone (including me) sweat drop.

"Wow! You look like a freaking ninja, amigo! But why do you look so feminine and What does it do?" Rex asked getting excited.

"I'm not sure... But I think I will call this Cat Faunus form, Shadow Cat!" The now named ninja Cat Faunus shouted in a voice that sounded so kawaii and feminine. Before pulling out a katana and a giant Shuriken from his scroll doing a few impressive gymnastics moves that he would never be able to do when he was human and finished with a ninja stance pose.

"How original." Said Summer dryly "Hey. Fine next time you can come up with the name." Said Sparta pouting.

"And RUBY ROSE ya real original name." Said Sparta making the two Rose women pout.

"Now that it is still a good afternoon, why don't we take this time to show Mr. Salazar around Beacon in order for him to get familiar around Campus." Goodwitch recommended getting nods from the two boys.

"Also, in two days which is the day after your first class with Professor Port, the both of you have to help teach combat class. Also if the two of you wish to explore the four Kingdoms and Menagerie, you may do it this weekend, however, you must be back before curfew which is 9:00 P.M. Now that everything we have is in order, let's go." Glynda said guiding the two boys towards the elevator.

"Aye Aye, Senpai! Nya!" Shadow cat replied like a cat with a salute and a kawaii expression, earning strange looks from everyone in the room as Amber was giggling, Ozpin was chuckling, Qrow was laughing uncontrollably, Glynda having a look of amusement before shifting back to her neutral look, and Rex laughing of how Ben is speaking like a Japanese anime character.

"I am so never going to let you live that down." Said Kevin smirking thinking of all the black male he can use.

"I have no idea why I've just said that." Shadow Cat finished sheepishly and blushing as he turned back to normal. Just as he and Rex were about to leave with their new teacher, Amber decided to walk over to him.

"Wait, Ben! Before you go, I would like to give you and Rex these." Amber added as she handed them each a bag of Dust Crystals and Dust Vials that contain different elements ranging from fire, water, wind, lightning, Earth, Ice, Gravity, etc. "Please, take these! Think of it as a Thank you gift, Ben, for saving my life." The Fall Maiden offered.

"Were did she get the bag?" Asked Gwen "that was not there earlier." Said Kevin equally confused. "What you don't just pull stuff out of nowhere?" Asked Glynda surprises seeing there heads shaking.

"Wow... Thank You, Miss Amber! I appreciate it. These elemental energy propellants will definitely help me and Rex with our powers and possibly if we can unlock our semblances." Ben said to the Fall Maiden as well as Rex, both accepting the gifts from the Fall Maiden herself.

"You're welcome, Ben, oh and one more thing." Amber added as she walked towards him, and planted a kiss on his forehead.

Ben, though, was blushing madly. Why did this woman in her late 20's to early 30's who is currently the Fall Maiden, as he can hear Qrow and Ozpin's laughter while Glynda had a smirk and silently laughing at her student-teacher assistant, while Rex chuckled at his expression.

"Yang if you brake The TV you're paying A for new one." Sparta said seeing The blonde dragon moving dangerously close to shooting the screen.

'MAN, It's like Jennifer Nocturne all over again! But I'm glad she didn't kiss me on the LIPS!' Ben thought as he was still blushing. He still remember the time of the blonde movie actress in Bellwood that he saved when he saw his former idol that he used to respect, Captain Nemesis, until Ben received a kiss on the lips from her and hung out with her in her hot tub, and who could forget the media of Bellwood giving them their shipping name "Bennifer".

"It is not like you fought against her." Said Julie remembering part of the reason why they broke up.

But after recomposing himself, he, Rex, and Goodwitch head on over to the elevator, as Amber said one last thing to herself.

"My hero..." The Fall Maiden said quietly, seeing the young shapeshifter as a son to her if she had one.

"How can she see him as a son they just met?" Asked Velvet confused.

From Shadows near Beacon Tower

'What have they been doing been up there the past six hours?! What could be so important that they talk with him for six hours!' Blake thought, frustratingly waiting for her prey or target, Ben Tennyson, to come out from the shadows like her favorite character from her favorite book.

"Ok Blake your obsession with ninjas is getting a little out of hand do we need to talk?" Asked Ruby getting a glare from her black color teammate

Just as she was going to give up and leave, Professor Goodwitch came out of Beacon Tower with her target in sight.

"I see you, Ben Tennyson..." Blake whispered as she narrowed her unsettling eyes into slits until she saw her target also being accompanied by another male his age that she didn't recognized.

'Who is he and how did get up there with my target?!' There are cameras inside the the tower!' Blake thought with high levels of annoyance.

Sticking to the shadows like a ninja, Blake stood just far away from the combat professor and her target unfortunately was being escorted by a trained huntress so as a result, she quickly used her enhanced hearing via her cat ears to carefully hear what is Professor Goodwitch saying to her target and the teenager she didn't recognize.

'A five hour Beacon Tour for my target's friend?! Man, I almost had him in my grasp! Ninja Vanish!' Blake thought angrily, throwing a smoke bomb onto the ground as she quickly moved from shadow to shadow.

'You can run, but you can't hide, Ben Tennyson, You can't escape me!' Blake thought biding her time.

"OK now you sound like a stocker when this is done we're having a talk." Said Weiss

Beacon Academy Dorms, Beacon Academy

5:10 P.M.

5 hours later of another tour of Beacon for Gen Rex...

After five hours of sticking to the shadows, Blake finally saw her target and his friend near their dorm room as she kept herself hidden in the dark rafts via the ceiling.

"Remember, you two are expected to show up for class at 9:00 in Professor Port's room tomorrow on the first day of the first semester. Now since you are a late entry, Mr. Salazar, you will share a locker with Mr. Tennyson as he will show you the way around the school to your classes and please try to not cause trouble on the first day of school." Glynda finished leaving the two boys to themselves as Rex received his Beacon Academy School Uniform, his own schedule as he shares the same classes with Ben, and his very own scroll that he received from the deputy headmistress.

After nearly 30 minutes of constant talking between the two boys, they finally went inside their dorm and locked the door preparing themselves for the first day of class in this universe.

'Now's my chance!' Blake thought picking the electronic lock on the door another useful skill she picked up with the White Fang.

'Note to self get better locks' everyone but Blake thought

As she finished picking the lock, she opened the door so quietly to make a ghost want to ask for tips, as she reached for her dark gray katana and its thick, gray sheath with a sharp edge, preparing herself to strike her target in her sights as she's the predator while her target is her prey.

However, as soon as she opened the door revealing the dark room, something wrapped around her right arm, causing her to let out a yelp of surprise as she was pulled into her target's dark dorm room as the door closed behind her.

The hunter has become the prey." Said Velvet Happy to see that karma was doing it's job taking care of her little brother figure stacker.

Team 10's Dorm, Beacon Academy Dorms, Beacon Academy

5:40 P.M.

As Blake used her night vision to see what was wrapped around her arm, she did not see her target transforming in the familiar flash of green light. But what she did see was the teenager she didn't recognized wearing a navy-colored, backpack dynamo and a long, black tentacle-like whip that extends from his right arm.

Just before she could attempt to escape, Blake was quickly wrapped up in bandages that were surprisingly strong. When she turned around to look at her target, who transformed into a tall humanoid mummy wearing a black and gold pharaoh's head-dress with green eyes, and the gaps between his bandages, that glow emerald green, He also has black bracers and black greaves, as he wore the familiar green hourglass symbol on his chest.

"Snare-oh!" Ben shouted as he used one of his bandages to flip the light switch on, lighting the room up, as he kept his bandages still wrapped around his stalker's arms, legs, and her waist. As Rex tightened his Blast Caster's long, black tentacle-like whip grip on Blake's right arm, forcing her to drop her katana on the ground.

"That is the Second aliens DNA that I acquired when I was 10 or used to call him Ben mummy but when I unlock them again I said to change it." Ben explain the origin of that particular alien

"Who are you and what are you doing here?" Rex asked trying to sound like his friend, Agent Six, using his left hand to remove the black coated person's hood to reveal one scared former White Fang member, Blake Belladonna.

"I am just here to ask some questions nothing more!" Blake freaked out as she was caught red-handed.

"Blake I love you like a sister but you are a terrible lair." Said Yang getting nods from everyone from remnant

"Then why were you reaching for your weapon?!" Snare-oh demanded tightening the bandages on the former White Fang member's body, causing her to shout in pain and drop her katana's sheath on the ground too.

"OK, OK! I just wanted to know how you are able to change into those things!" Blake shouted not liking how those bandages were squeezing around her waist, arms, and legs, as she felt her blood flow being cut off.

"You could have just asked you know. There is no reason to go all ninja on my friend here! We'll admit you're good, but Six is way better than you." Rex retorted motioning towards his partner to release the bandages.

"If you must know transformations is part of my "semblance"." Snare-Oh lied releasing the bandages and turning back to normal as he continued with a glare on his face.

"If you want to know more then we'll talk tomorrow after our first class. Now me and my friend here need to get some sleep 'cause it's late and we have classes in the morning." Ben said stretching his arms not noticing that his eyes were glowing bright Ultimatrix Green and Anodite Pinkish Purple for a bit, as well as his fists were glowing with Mana. While Rex agreed with him as his eyes were glowing bright brown and Omega Nanite blue.

"Looks like you need to learn how to control your new ability and fast." Said Zenith

"Fine, one way or another... I'm going to find out the real source of your power!" Blake roared, picking up her katana and sheath as left the boy's dorm in anger and defeat.

She may be caught red-handed and humiliated by the two boys and her target's friend slightly constructive criticism of her status as a ninja, She may be a former member of the White Fang, but no one and she means no one humiliates and criticizes her and her ninja status.

"YOU ARE NOT A NINJA!" Everyone Shouted making Blake jump on the ceiling like a cartoon.

One day, when the time is right for revenge, she'll definitely get them back and find out the secrets of her now two targets powers and abilities, she'll leave them alone for now...

As soon as Blake left the dorm, Ben spoke in a few words.

"I really don't like her..." Ben stated bluntly as Rex nodded his head in agreement at him.

"I agree, Ben. Six is a way better ninja than that gaito kat. And what you told of me of your initiation and after, I kinda have to agree with you that I don't want that spoiled rich Reyna de hielo, as she and that gaito kat of this "Team RWBY (Rubí)" would probably work together and discover both of our secrets." Rex agreed with some Spanish adjectives in is vocabulary to describe the Black and White members of these four girls that Ben told him.

"Yep. Let's just get some sleep. I'm really tired of the events that happened today." Ben proposed as Rex agreed.

The two of them began to prepare themselves for their bed, as they were provided fresh clean pair of clothes and undergarments in their respective colors and sizes from Professor Ozpin.

Rex found it weird as he agreed with Ben that he would sleep with one eye open.

"Ok the clothes are one thing but how did you get the colors right." Asked Summer really creeped out with him just sitting there drinking his coffee ignoring everyone.

As soon as Rex went into the bathroom and locked the bathroom door, Ben quickly looked out the window and saw the calm, quiet, night of the World of Remnant, the shattered moon glowing with beauty. He quickly smiled as he closed his eyes.

'Well... This is going to be a yet another epic Multiversal adventure. Look out Remnant, here comes the two biggest heroes of the world! Well of the Multiverse, technically.' Ben thought as he prepared to get ready for bed for the first day of class right here at Beacon Academy in the World of Remnant.

Tennyson Household (Gwen's House)

Bellwood, USA

"I was wondering if we would see what is happening at home." Said Max

9:10 P.M.

After finding the possible spell book from her library of spell books which she actually inherited from her old enemy-turned-professor of the college she is going to attend to in the future in Bellwood who is also the uncle of Charmcaster, Hex. Gwen managed to find the spell book that will allow her to track down her cousin's mana, she hoped that it that will allow her to find her doofus cousin throughout the Multiverse.

"How did he become a professor? I thought convicted criminals can't be teachers." Said Ben confused.

"He uses magic to change his looks and identity." Replied Gwen.

As as soon as she arrived at her home with Kevin accompanying her, she received a call on her phone from her Uncle Carl and Aunt Sandra AKA her cousin's parents, as they were worried that Ben didn't arrive home the day he went missing and those days turned to weeks.

They even contacted his Grandpa Max as he too was worried as he gathered some of the Plumbers and telepathically contacted his partner/lover, Verdona, as they began searching for Ben throughout the universe.

As soon as the two arrived in her room, Gwen opened the book and performed the incantation with her magic, trying to sense her cousin's mana throughout the Cosmos. However, she found nothing as she didn't sense Ben's mana it's like she would say Ben was off the Mana grid as she would put it or some would say erased from existence or he died.

"Or in a another universe." Said Penny

Basically, the Anodite hybrid let out a cry of her frustration and anger, causing her to let out a Mana pulse until Kevin had to calm her down by hugging her as she started crying into her boyfriend's chest. Kevin too was worried as his best friend was out there somewhere in the Multiverse, but he thought he was in that parallel universe that he accidentally traveled to where he met that Robot Boy. (Rex's nickname he gave him when they first met in Japan.)

As he was comforting his girlfriend by stroking her back, they heard a familiar flash of blue light as he recognized the familiar time walker of the cosmos, Professor Paradox, but he wasn't alone as a familiar Galvam wearing a green tunic with metal on his arms, legs, and shoulders is seen standing on the time walker's left shoulder. This is Azmuth of the Galvans who is known as the smartest being of 3-5 galaxies and the creator of both the prototype Omnitrix Ultimatrix.

The next person was a teenage human girl with shoulder-length blonde hair with a single bang and bright green eyes as she wore a white jumpsuit with black stripes. This is Eunice, one of Azmuth's assistant and the care taker of the planet Primus. She is also one of his first creations as her true form is actually a prototype container of both the Prototype Omnitrix and Ultimatrix called the Unimatrix.

"How is she the Prototype of the Omnitrix?" Asked Penny wanting to know if the same can happen to her.

"Well you see when I created her she was meant to be the Carrier cylinder for the DNA but could not hold everything so I put her in a storage pod eventually when I was cataloging everything I accidentally launch stir into space where she was found by these three when young Gwendolyn cut herself while trying to open the pod the unitrix or Eunice as she prefers to be called takes the appearance of a human girl." Answered Azmuth.

The third and fourth were his best friend/girlfriend's grandfather, Max Tennyson, who was wearing his Plumber Suit and their Anodite grandmother, Verdona, who is in her old human form as she was wearing her signature cloak.

"You two aren't married?" Asked Gwen in shock.

"No sweetie. You see back in the day of the original plumbers humans and aliens could not married if I was like caught married then I would've been kicked out the plumbers and Verdona would have been banned from coming to earth ever again." Max explained.

"not to mention I am immortal unless someone manages to find a way to kill me I will live on and Max will die." Said Verdona. "But what about the plumber kids and me?" Asked Kevin.

"one year after I joined the ban was lifted." Said Max

The fifth and sixth is a man and woman in their early thirties. The man possessed fair skin, brown eyes, and brown hair as he wore a white dress shirt, brown pants, and brown shoes and the woman next him to him too has fair skin, green eyes, and blonde hair as she wore a red sweater, black pants, and black flats. This is Carl and Sandra Tennyson, Ben's mother and father.

"Oh no I forgot to about my parents they are so going to kill me when I get back or worse!" Said the watch wielding hero. "What could be worse?" Asked paradox already knowing the answer (you don't need to be a time traveler to know what's worse) "they will take away my smoothies." Ben cried out in horror.

Everyone remained silent as Gwen's door opened revealing another woman that bears a resemblance to Gwen as she shares the same red hair, similar face and physique. She has dark blue eyes, black eyebrows, thick eyelashes and bags under her eyes. She has her mid-length hair combed back. She wears a white blouse with a green vest and a dark grey skirt with high-heeled shoes of the same color. She has golden earrings and a necklace with a golden buckle. The person next to her was another man who is fair skinned, with brown eyes, and has thin brown hair. He wears a white, smart polo shirt with a marroon, burgundy sweatshirt covering it, tan trousers, and black shoes. This is Frank and Natalie Tennyson, father and mother of Gwen.

It was so calmly quiet that Gwen decided to break the silence as soon as her parents closed the door behind them as the time walker snapped his fingers as chairs started to appear in Gwen's room. He then motioned for everyone to sit down while Azmuth sat on his shoulder as he already knew why Paradox brought him and Eunice here.

"Professor Paradox...?" Gwen said as she stopped crying.

"Ah, hello, Gwendolyn. I've already know what's going on and the others and I are already aware." The time walker spoke calmly as he gave Gwen a tissue box.

"Y-You do?" Gwen asked wiping her tears with the tissues.

"I do." Paradox confirmed.

"Yes! You could tell us where Ben is!" Gwen exclaimed happily as she still believed that her doofus cousin is out there somewhere in the cosmos alive and breathing as the others looked at the time walker especially her Aunt Sandra and Uncle Carl.

The two of them prayed to God that their shapeshifting son was still alive and not hurt badly. If he was then they would be worried sick and angry of whoever is trying to hurt or kill him as they know someone would be after the most powerful device he has obviously.

"Well... Paradox began to speak as the Tennyson Family especially Sandra were leaning in waiting for the answer.

"So, you do know where he is! Just tell us where is he's at?" Gwen asked with hope in her voice. However, Kevin noticed that the tone in the time walker's voice shifted.

"You're aren't going to tell all of us, are you." Kevin stated.

"When does he tell us anything?" Asked Kevin sarcastically. "I tell you stuff." Said Paradox sounding hurt. "Like what?." Asked Gwen with a glare mad about her alternate self not getting any answer. making him shut up.

"No, Kevin, I'm afraid not." Paradox answered, though Gwen, especially Sandra, didn't take this very well.

"What! Why Not?!" Gwen demanded as her eyes started glow bright magenta as an aura of her Mana started to flare up.

As Kevin hugged her trying to calm her down, Sandra, however, was glaring at the time walker, while her husband, Carl, was trying to calm her down, he knew why the time traveler would or wouldn't give them the answer as Max told him that Paradox is trying his best to "not spoil everything".

"Because, Ben just arrived and became a major player along with his friend, Rex, in a series of events in another world. Him and his friend's very presence could change this world for the better, and removing their presence would be irresponsible." Paradox described.

"Irresponsible!?" Gwen exclaimed. "Well what about all of his responsibilities here? His hero work, his school work, his friends and family, what about all that?" she demanded angrily as her aunt Sandra agreed with her.

"In hindsight it's probably not my best moment I always do what's best for the timeline." Paradox getting a glare from Gwen

"I have already foreseen everything and taken care of it Gwen. Rest assured you, you and Kevin will see Ben in time. Especially all of you." Paradox stated refering to the young man's friends, family, and the Galvan who the shapeshifter views as a second grandfather figure.

"You see me as a second grandfather figure?" Asked Azmuth touched. "Yes. You keep me in line, you remind me of my mistake weather I want to here it or not, And most importantly you are all ways there if I need advice." Said Ben revealing how he feels about Azmuth. "Well if that is the case I have all ways seen you as my grandson. Said Azmuth.

Gwen let out a sigh and composed herself as her mana died down. While her aunt Sandra still calm down, she still sent a glare to the time walker as he gave him the "you better make sure he is safe" look as he acknowledge her warning.

"Then why are you here?" she asked in the kindest way she could.

"To alleviate your fears, of course." He said, as if obvious. "I'm here to tell you and everyone here that young Ben is fine. He is safe and in good health. So there is no need to worry about him." Paradox explained.

Gwen just stared at the ground for a few seconds. She contemplated Paradox's words. After about a minute, she sighed.

"Alright, thanks for the update." She said quietly. "But the second that anything changes I want to know about it." She demanded.

"Understood." Paradox said, "Now onto the reason why I brought the rest of everyone you already know here."

As soon as the time walker finished, Eunice began to speak next of why she and Azmuth are here.

"The reason that Azmuth and I are here is because when I was currently doing my caretaking job on Primus, I noticed that the Codon Stream has received new unknown DNA Samples. At first, I thought they were non sapient DNA samples, but it turns out they're new DNA samples of a race of new sapient beings. I contacted Azmuth as soon I discovered these" The prototype container spoke with fascination as Azmuth continued for her.

"What is the code stream?" Asked Penny gathering information about a possible threat.

"The Codon Stream is a system of rivers of "green lava" that are spread throughout Primus. The Codon Stream originated in a volcano, which was actually the processing plant for the DNA of the stream with out it the Omnitrix And ultimatrix Are useless." Said Azmuth

"Wait are you saying that the "Codon Stream" is a plant wide power source/Computer for the Ultimatrix/Omnitrix?" Asked Weiss shock that something like that could exist.

" in layman's terms yes. You could call it that." Said The creator of the Omnitrix.

."What happens if the planet is attacked I'm guessing it takes a lot of power to charge the Codon stream.?" Asked Blake.

"The planet has a systemwide defense system and even if that is not enough I can change location." Said the old Galvan shocking everyone.

"Yes. Yes. What Eunice is trying to say is that I arrived on Primus as soon she called me. I too was fascinated of these new DNA samples of a race of a new sapient beings that were added to the Codon Stream. And I assume that Ben has something to do with it." Azmuth added mentally making notes to confront him in that universe about these new DNA samples and the species he wishes to study and learn about their race.

"Spoiler alert, Azmuth. Anyway, the world that Ben traveled to via a space-time rift, is called the World of Remnant. A world full of its own version of heroes and villains. It's mostly described as a world full of bloody evolution, almost advanced technology, and life energy similar to Mana called Aura." Paradox explained to the group as they began to listen to his explanation especially Verdona, she especially was interested of this world, Remnant, has its own version of Mana well similarily.

"You see their not just only Humans in that world but also Faunus which are human beings born with animal traits that grants them enhanced sense such as a pair of ears for superhuman hearing, tail, claws, night vision for their eyes, etc. However, they suffer from discrimination kinda how like the Civil Rights Era. These species all possessed Life Energy called Aura which is the physical manifestation of their souls. It's kinda like Mana but instead of giving you the ability to wield magic and constructs with it, it instead grants you the ability to mainly use it as a shield for defense, and it also grants them a superpower called a semblance which is their aura used in a more tangible form for offense such as super speed, polarity, clones, etc. Finally, there these creatures of destruction that have no soul are called Grimm as their only goal is to nothing but kill Humanity and Faunus since they were created by the Gods of Remnant." The time walker concluded with his knowledge of the world he sent Ben to.

"OK, now that we know where Ben is how do we get there? Gwen asked already planning to transform into her Anodite form to sense her cousin's Mana.

"Well you can't because technically, I'm the one who sent Ben to Remnant." Paradox replied as this earned him an angry glare from the Anodite hybrid.

"You... WHAT?!" Gwen shouted as her Mana started to flare up again as she almost transformed into her Anodite form, forcing Kevin to hug her tightly to calm her down. As Sandra was glaring at the time walker with anger while her husband tried to calm her down.

"I am going to suffer for my counterparts actions aren't I? Asked Paradox seeing Gwen popping her knuckles. "Yes. Yes you are." Said Gwen calmly

"Now calm down, Gwendolyn. The reason I did is so he can help the people there and to satisfy his thrill of adventure." Paradox replied calmly, as he was unfazed by young hybrid's form. He knew how they would react to this, but he remained calm, as everyone tried to calm down Gwen and Sandra.

As soon as the two calm down, Gwen began to calmly speak again.

"Alright, Paradox, just please tell us when we'll we go to Remnant? Gwen asked calmly trying not to lash out at the time walker.

"Like I said, Gwendolyn, you and Kevin and the rest of you will arrive there when the time is right." Paradox replied as he put a hand on her shoulder as he gave her and the others a reassuring smile.

"Now it's time for me to leave, I must prepare myself to help Benjamin and his friend Ricardo of their journey to save Remnant." Paradox replied as he, Azmuth, and Eunice were gone in a flash of blue light.

As soon as they disappeared, Carl and Sandra left next but not before telling Gwen good luck and promising her of making sure that their son will stay safe and alive on his journey. While Natalie and Frank told their daughter and her boyfriend that they must get some sleep if they want to see Ben and help him out.

Then, Max and Verdona hugged her goodbye as they also can't wait to check on their grandson of how he is going to save that universe while Verdona was interested of how Ben was doing as soon as she teleported herself to Anodyne but not before kissing Max on the cheek and hugging her Anodite hybrid granddaughter as she wished both her and Kevin good luck.

As soon as the room was quiet, Kevin comforted his girlfriend with a smile as a thought entered his mind.

'Wherever you are Ben, stay safe!'

"That is the end of that who would like to read next?" Asked Qrow before a flash of light appeared