In a flash of light two people appeared the first signaled the return of raven, the other was Taiyang, the father of Ruby and Yang.

Tai is a man with blond hair that has two small strands sticking out from the top and blue eyes, His facial hair consists of a soul patch and a small stubble along his jawline. On his right arm is a tattoo similar to a heart. His hair was once a bright shade of gold, but in his older age it has notably grayed somewhat, still blond, but just far more subdued.

He wears brown cargo shorts with a dark brown belt, black shoes, a red bandana on his left arm, and a brown leather vest over a tan dress shirt with the right sleeve cut off. For armor, he wears a metal spaulder, leather vambrace, and a brown fingerless glove, all on his right arm.

"Who, What?" Asked Taiyang confused.

"When, Where, How, And sometimes Why." Said Said Summer Ruby Yang and Ben high-fiving each other at the end.

"Summer your alive!" Shouted Taiyang running over to his second wife and embraced her in a hug with tears of joy.

This went on for five minutes of continuous hugging and crying before Raven cough to get there attention.

"Hello Tai." Raven Said Coldly ignoring the glare from her ex.

"Raven. Tried to recruit any other baby's for your tribe?" Asked Taiyang making everyone confused.

"Dad. What are you talking about?" Asked Yang nervously.

"There is a reason why Raven left us. She wanted to recruit you for her bandit tribe when you started to walk." Explained Taiyang shocking everyone.

"Wait a moment that is not what you told me." Said Qrow.

"I know what I said but I knew if I told you then you would tell Summer and then she would Hunt Raven down." Said Taiyang.

Summer quickly got over her shock and pulled out her knife.

"So. You wanted to train little kids?" Asked Summer slowly walking towards Raven. "SUMMER DON'T KILL ME!" Shouted Raven backing away.

"Welp team STRQ is back to gather time to break out the booze and call the hospital." Said Qrow sarcastically.

"Don't kill her, not yet anyway she is important for the future of your world." Said Sparta pulling out the chains just Incase.

. "OhI almost forgot This is for you two." Said Sparta pulling out a chest with a lock in the shape of a Star and had air holes in the shape of different planet with a hourglass on the top with Yangs symbol on the top of the inside.

"What's in here?" Asked Yang trying to look in the holes.

"Try shaking it maybe it will open." Said Ben.

"DO NOT SHACKE THE BOX!" Shouted Sparta quickly taking the chest from the two.

"What is in this box will change your lives for the better but won't open until the end of this chapter." Said Sparta very seriously.

"Ok, who would like to read?" Asked Qrow.

"I am not reading a thing until I get a explanation on what's going on." Said Taiyang.

One long explanation later.

"Wait So you are a human shape shifter who can turn into millions of different aliens, you are a "EVO" That can build different machines for different things?" Asked Taiyang Skeptically.

"If you don't believe just read this." Said Max handing him the book.

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

8:53 A.M.

It is a beautiful day outside of Beacon Academy. The birds are singing, the flowers are blooming, and the sound of mother nature herself singing the calls of beauty throughout the World of Remnant.

We now see are one out of our two united heroes, Ricardo Salazar, sound asleep unaware of the looming threat above him of a feminine shadow holding a bucket of water.

With a grin to rival Zombozo the Clown, this "attacker" threw the bucket of water allh over Rex, soaking him in Weiss cold freezing water. (Pun Intended of course!)

"Hey! Why do people keep making puns out of my name? And who is Zombozo?" Asked Weiss when a picture of a clown with red hair and pale skin. The jumpsuit he wears is striped purple and grey, matching his bow tie. He wears big black shoes, fingerless gloves, and a top hat.

"That is Zombozo he is a clown who feeds off of fear I first met him when he kidnapped Gwen when we were on that Summer trip six years ago." Explained Ben with a scowl.

"Ahh! What the heck!" Rex shouted in shock, pulling out the B.F.S (Big Fat Sword) almost inadvertently slicing one of the extra beds.

"If you ever break a bed you will be paying for a new bed." Said Glynda, Glaring at Rex making him sweet.

"Rex, what's the matter?!" Ben asked as he burst out of the bathroom already dressed in his Beacon Academy Uniform with his hand over the Ultimatrix's dial set to the hologram of Swampfire.

"Amber, did you wake me up?" Rex asked with a scowl.

"Nooo." The Fall Maiden playfully replied dragging it out.

"Ok. Just one question. WHY ARE HOLDING A BUCKET?" The Human EVO shouted jumping out of bed somehow completely dry as he put away his B.F.S. (Big Fat Sword).

"He can make different machines from tiny machines, his teammate is a human who can turn into different aliens from a wrist watch, but becoming instantly dry? That is real magic right there." Said Ozpin and coming from a wizard that is saying something.

"Amber, why are you here?" Ben tired of the two fighting like kids.

"Well I am here because... A. You don't have an alarm clock as far as I know, and B. Professor Ozpin says he wants to see you and two after dinner is over. Amber replied with a smirk not taking her eyes off of Rex.

Checking the Ultimatrix's new feature that Azmuth installed which what a watch is supposed to do: Showing the time, but in any dimension or universe. Ben's eyes widen as the time read to be 8:53 A.M.

"Something I'm glad you installed." Ben said.

"Oh no! We're gonna be late! Time for us to go!" Ben shouted running out of the dorm along with Rex who managed to put on his school uniform quickly along with putting on his signature orange cuffs, black gloves.

"Have a good day at school Ben! You too Rex!" Amber shouted happily.

Beacon Academy Dorm Hallway

8:55 A.M.

In the hallway we see our two hero's running as if the devil himself was on there tail. They only stopped outside of Team RWBY's dorm when they heard the sounds of power tools and building.

"Where did they get power tools?" Rex asked in confusion.

"That is a good question where did you four get the power tools?" Asked Jaune.

"It is simple we.. yes we're did we get the power tools?" Asked Ruby looking at her teammates for help.

"I don't know I just thought you brought them." Said Yang.

"I didn't bring them they would not fit in my bag." Said Blake.

"I just brought my clothes, my weapon, and my dust." Said Weiss.

"It will forever remain a mystery." Said Sparta.

Before Ben could answer, the door to the dorm slide open and out came Ruby Rose in her school uniform keeping her signature red hooded cloak, as she accidentally bumped into Rex knocking him over.

"Ruby, are you ok? You need to watch were you are going!" Yang said in slight worry.

Bu before anyone could comment, a certain dust company heiress had to cut in and point her index finger at the Ultimatrix-bearer.

"You! How did you turn into those creatures? Why does that symbol appear every time you change? And who is this?!" Weiss demanded as she pointed her finger at Rex.

"Look, I don't mean to be rude, but we have 5 minutes until class starts." Ben stated showing the time with the Ultimatrix reading 8:55 A.M., causing the four girls along with Team JNPR to run to their first day of class since the three teams overslept.

Beacon Academy Lecture Hall

9:00 A.M.

As the three teams were running to their class, Grimm Studies with Professor Peter Port, they passed by Glynda Goodwitch and Ozpin making it literally 1 second before the bell.

"We're not late!" Yang cried in happiness.

"By one second, Ms. Xiao Long. Next time please try to be here sooner." a man said who is the teacher for their first day of class.

The man wore a double-breasted burgundy suit with gold piping and buttons. The pants he wears are tucked into olive boots, similar in appearance and construction to cavalry boots. He has gray hair, a gray mustache and appears to be slightly overweight. This was Professor Peter Port, the teacher of Grimm Studies.

"We are sorry, Professor Port. We'd just woke up late and-" Weiss tried to say but was cut off by the professor.

"It doesn't matter why you were almost late. The point is that you're all here now on your first day of class. So, please take your seats." Port instructed waving towards the front row. As soon as Team RWBY, JNPR, and the two of members of the incomplete Team 10 took their seats, their first class had begun.

"Monsters, Deeeemons... Prowlers of the night! Yes, the creatures of Grimm have many names, but I merely refer to them as prey! Ha-ha!" Port said with no one paying attention to him except for Blake and Yang, Weiss who was taking notes, Ruby who has her head propped in her hand as she takes a quick nap until she is woken back up by Port's bad joke, which receives a cricket-filled silence as a result. And Ben and Rex were trying their best not to laugh at the joke.

"And they say my jokes are terrible." Said Yang.

"Uhhhh... And you shall to a pint graduating this prestigious academy! Now, as I was saying: Vale, as well as the other three kingdoms, are safe havens in an otherwise treacherous world! Our planet is absolutely teaming with creatures that would love nothing more that you tear you to pieces! Huntsman! Huntresses..." Port said as he stopped to wink without opening his eyes at Yang who groaned uncomfortably, making Ben want nothing more than to go for Rath and punch him in the face for such an inappropriate and unprofessional gesture.

"More like she is just another name." Azmuth deadpanned.

"Watch it you, I can have your browser history shown to the public." Ben warned

"Individuals who have sworn to protect those who cannot protect themselves From what, you ask? Why the very world!" The professor said dramatically with one random male student raising his fist screaming "Ayyyy-yep!" in the background, causing everyone to look at him strangely as he sat back down embarrassed.

"That is what you are trying to become. First a story, I tell the young handsome man... ME! When I was a boy..." Port said as he trailed off into his story.

"If he is what counts as handsome I hate to see what counts as ugly." Ben Said whispering into Rex's ear getting a snicker in response.

Ben and Rex just toned out the rest of the story only hearing something about smelling cabbages and the professor's own grandfather.

"Is that what he said? I only heard "blah blah blah." Asked Yang showing that she was not paying attention.

The two heroes only stopped talking to each other once they saw Ruby's drawing of him that shows a ball-with-limbs-and-a-head drawing of the teacher with stink lines coming from him and "Professor Poop" written underneath. They laughed along with Blake and Yang at the little red riding hood's creation as she blew a quick raspberry while Weiss had an annoyed expression on her face.

"What did you do with that drawing?" Asked Summer Giggling a bit.

"I left it behind by accident." Said Ruby remembering the funny drawing of her least favorite teacher.

"Ah-heh-hem! In the end, the Beowolf was no match for mysheertenacity, and I returned to my village with the beast in captivity and my head held high, celebrated as a hero!" Professor Port said with a bow while Weiss was slowly getting more frustrated at Ruby's antics.

"The moral of the story? A true huntsman must be honorable! A true husband must be dependable! A true Huntsman must b be strategic well educated and wise! So, who among you believe themselves to be the embodiment of these traits?" Professor Port asked his class.

"Does he all ways start class like that?" Asked Ozpin remembering some complaints from his students.

"Pretty much." Said Ruby.

"I do, sir! / We do, Professor!" Weiss angrily said while the two members of Team 10 said with cocky smiles as they raised their hands.

"Splendid! But unfortunately there is not enough Creatures of Grimm to fight for the three of you and we don't have that much time." the axe wielding professor replied.

"Not a problem, Professor Port! Rex and I got this." Ben said using his "semblance." as he was instantly engulfed in a flash of light, forcing everyone including Port to cover their eyes in the classroom.

In Ben's place was a tall, green and black, technological, humanoid alien with circuitry design and one green eye. The alien also adorned the familiar green hourglass symbol on its chest.

"This is going to be good." Said Kevin smirking with everyone agreeing.

"Whoa, cool! What does this one do and what do you call it?!" Ruby asked excitingly.

"I called this one Upgrade! Because, well, you're about to find out." Upgrade replied with his one eye glowing bright emerald green as he was talking in a mechanical tone.

Before anyone could ask anymore questions. Upgrade jumped INTO Rex dissolving in his body.

"What does it feel like when you fussed with Machines." Asked Penny.

"It just feels like you are putting on clothes it just comes naturally." Said Ben.

"This still feels weird!" Rex complained shivering for a bit before a emerald green wave emerged from his chest with the familiar hourglass symbol.

The Galvanic Mechamorph began covering the Human EVO into a familiar body suit that covered every everything except for his head with the circuitry designs glowing bright emerald green along with the Ultimatrix symbol.

As soon as Upgrade finished forming the Upgrade Suite, Rex pulled down his signature goggles with a smirk, signaling to the professor that he and the human shapeshifter were ready.

"Marvelous! Simply amazing! Since we only have a time for one fight, I would like to see what you two boys can do." Port explained to the Alien fused EVO, making Weiss sit down in a huff.

"Goo, Ben! Go Rex!" Yang shouted wanting to see a awesome fight.

"Fight well." Blake said happily somehow having a emerald green flag with there team name on it while waving it.

"Where did you get those flags?" Asked Verdona.

"The same place I got my bows, I have a closet full of them back home." Said Blake.

"Yeah, represent Teeeeam 10!" Ruby shouted throwing her hands in the air.

"Ruby, they are trying to focus!" Weiss snapped with a red tick mark.

"Oh, um... Sorry..." Ruby replied with a sheepish smile.

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

"It is still not fair you technically have two theme songs while I still don't have one." Complained Rex

"Let the match... begin!" Port exclaimed smashing the lock with his battle axe to release a quadruped Grimm with many features associated with a real-world boar, including cloven-feet, a line of hair sprouting from its spine, snub snout, and tusks.

The Boarbatusk Grimm has four eyes and a bone-like mask that seems to be strapped to its face by a black vein-like organic tether. It has a series of plates along its back and on its thighs, and two extra sets of tusks, including two large curving tusks. However, their underside is comparatively under-protected and vulnerable, with little to no body armor or shielding.

As the Boarbatusk charged with a surprising amount of speed forcing Upgrade Rex to dodge it's charge.

"Ha-ha! Wasn't expecting that, were you?" Port asked with a laugh making sound like someone's grandfather.

"Now that the story points it out he does sound like someone's grandfather." Said Velvet getting a nod from Ben and Nora.

"Hang in there, Ben! You too Rex!" Ruby cheered

As the Boarbatusk Grimm began to charge again at our two united heroes, They were prepared this time. The Grimm almost land a hit on them, but Upgrade Rex managed to grabbed onto its tusks holding it in place with his alien-enhanced EVO strength.

"Bold, new approach. I like it!" Peter complimented.

"Come on, Ben, Rex, show it who's boss!" Ruby continued cheering for the two boys while Weiss glared at her.

"Rex, now!" Upgrade shouted appearing out of Rex's shoulder surprising everyone except for Rex.

As he quickly catches up onto the plan of his leader, Rex quickly built his Smack Hands only these were not the normal Smack Hands these were the Power Fists. They're the upgraded versions of the Smack Hands as they are alien-tech enhanced machine fists that are much larger and stronger and have retractable spikes on the knuckles, the back of the hands, and the wrists. They can be fired as projectile missiles and explode on impact as they're far much stronger than the original versions as they can easily knock back the Alpha Nanite (who stole the Omega-1 Nanite from Rex to transform into his Ultimate form, Alpha-Omega) with a single hit.

"How much do you think you could lift?" Asked Raven waiting to know the full strength of her possible enemy.

"With the smack hands I can lift a train car and since Upgrade enhances my strength I don't really know." Said Rex shocking those from Remnant.

Still holding on to the tusks, Upgrade Rex threw the Boarbatusk Grimm over into the into the wall making it the land on its backside.

"Ben! Rex! Go for its belly! There's no armor underneath-" Ruby shouted.

"Ruby, stop telling them what to do!" Weiss snapped angrily as the boar-like Grimm jumped back up and started to pull a Arburian Pelarota or Cannonbolt's species and spin ready to charge at the two epic united heroes.

"There is no need to be rude she is just trying to help." Said Gwen making Weiss feel bad.

Upgrade Rex quickly pulled out a second upgraded build out of his six original Nanite Machines. The Alien Excalibur, an upgraded version of the B.F.S (Big Fat Sword). The Alien Excalibur is an alien-tech enhanced machine blade. It is considerably larger and more impressive than the normal big fat sword. Its appearance appears to be more energized, granting cutting power much greater than the original big fat sword. The upgraded sword is able to easily cleave through almost anything massive and durable such as the Alpha Nanite in its Alpha-Omega form.

"How sharp is that sword?" Asked Summer.

"Normally when I use it it is usually as a last resort but when I turn it into a buzz saw I can cut through all most anything but I don't know how powerful it would be as Alien Excalibur." Rex Explained.

"Now that's a katana." Said Ruby looking at the picture of the sword.

Quickly jumping out of the way, Rex managed to do a flip into the air as the Boarbatusk Grimm came crashing comedicly. As soon as the boar-like Grimm came charging back, Upgrade Rex quickly uppercutted it into the air and stabbed the Alien Excalibur into its stomach, forcing the Grimm to instantly die from the alien enhanced machine blade as it disintegrated into ashes. Upgrade Rex gracefully landed onto the ground as he hold the Alien Excalibur over his shoulder in victory.

"A Boarbatusk, not bad for your first grim kill." Said Ozpin congratulating the Human EVO.

BGM END.

"Remarkable, stupendous, simply amazing It seems we are in the presence of true Huntsmen-in-training! I'm afraid that's all the time we have for today. Be sure to cover the assigned readings, and... stay vigilant! Class dismissed!" Port exclaimed before the bell rang. As soon as the students began packing up and leaving, Weiss just walked hurriedly to the exit with a angered look on her face.

"Sheesh, what's with her?" Jaune asked himself as he watched the Schnee heiress leave.

"Oh no, I know what's happening." Said Weiss remembering the why she sees ruby as a competent leader.

"So, what's our next class?" Ruby asked walking out with her team into the hallway before she noticed her white colored partner stomped off away from them.

"Weiss!" Ruby called out in worry as her partner turned around to face her.

"What?" She snapped sounding like she was struggling not to cry.

"What's wrong with you? Why are you being-?" Ruby asked but was cut off.

"What's wrong with me? What's wrong with you? You're supposed to be a leader and all you've been so far is a nuisance!" Weiss shouted.

Ruby on her part just looked really confused of why she is yelling at her.

"What did I do?" Ruby asked as she scoffed.

"That's just it - you've done nothing to earn your position! Back in the forest, you acted like a child, and you've only continue to do so!" Weiss argued.

"Weiss, where is this coming from? What happened to all the talk about, 'working together'? I thought you believed in acting as a team." Ruby asked.

"Not a team led by you. I've studied and trained. And quite frankly, I deserve better. Ozpin made a mistake." Weiss finished walking off to the shock of her teammates, Team JNPR, and Team 10.

"Hmm. Now that didn't seem to go very well." Ozpin said scaring everyone.

"Where did you come from? Did you teleport there?" Asked Ruby.

"No I am just really quiet." Said Ozpin.

"Whoa! We're did you come from?" Blake asked while she was thinking, 'If he is able to sneak up on me then I really do need to practice my ninja skills.' she thought.

"Ok, one, that was creepy and two, Rex you deal with this I'm gonna go talk to the ice Princess." Ben said walking off to find Snow White without her Seven Dwarfs.

"Ice Princess?" Asked Weiss.

"Unless I'm dating you or your name is Samantha or Mizore your a Ice Princess." Ben said.

"Is she right? Did you make a mistake?" Ruby asked the headmaster, sounding sad making her look like a kicked puppy as she was on the verge of tears.

"Ok, maybe I was a little harsh." Said Weiss meekly seeing the glare from Ruby's family.

"That remains to be seen." the headmaster replied as he laughed slightly.

"What do you mean?" Ruby ask confusedly.

"I mean, it's only been one day Ruby... I've made more mistakes than any man, woman, and child on this planet. But at this moment, I would not consider your appointment to leader to be one of them." The Beacon headmaster exaggerated as he leaned in closely to look more directly at his student.

"Do you?" Ozpin asked.

"To be honest, I don't know you that well but you know one thing being a team leader isn't something you just carry on the battlefield you always have to be on guard in case someone were to try and hurt you your teammates or someone you care for." Rex added remembering what Six told him.

"Six is the Ninja Right?" Asked Blake wanting to prove she is a ninja.

"Yes, he is also like my father figure." Said Rex remembering how he basically raised him as his own.

"Yes, as Mr. Salazar stated, Being a team leader isn't just a title you carry into battle, but a badge you wear constantly. If you're not always performing at your absolute best, then what reason do you give others to follow you?" Ozpin finished as he walked away.

"Maybe he's right. Maybe I am not cut out to be leader." Ruby said Looking dejected as she was almost about to cry with a few tears building up and now streaking down her cheek as she let her emotions out.

"IF YOU MAKE HER CRY AGAIN WE WILL KILL YOU AND NO ONE WILL EVER FIND YOUR BODY!" Said The two Xiao-Longs and Mother Rose in unison scaring everyone with Zwei growling at Weiss for added affect.

"Don't worry I won't since I talked to port I've mellowed our." Said Weiss worried that they would.

Until she felt her tears wiped by an orange and Omega Nanite blue handkerchief by Rex who basically was soothing her and calming her down.

"Well now being a leader isn't about is the strongest or whose the smartest is about what's in here." Rex putting her hand over his heart making her blush Ruby Rose Red. (Oh, the Irony Puns!)

"I am beginning to like this guy, but let's hope that Weiss Chills out." Said Yang ignoring the screaming Weiss.

"Yes there are times you're going to mess up, but we're only human we all make mistakes but its our choice if we get back up and try again." Rex finished walking towards their next class with the leader of Team RWBY together side by side with her soft gentle hand holding his strong yet firm gloved hand.

"Ahh, My little rose blossom has a crush it is so cute." Squealed Summer hugging her youngest who was blushing Ruby red.

Ruby couldn't help but feel so happy and calm near the Human EVO. But she also felt a new feeling that she could feel in her rapidly beating heart. Love. Yeah, that's the feeling she discovered. One day... when the time is right she'll ask to go on a date with him and confess her feelings... although she hoped her overprotective father and Yang not find out about it. And be a secret admirer to Rex.

"WHAT!? NO NO MY LITTLE ROSE IS TO YOUNG TO BE DATING A BOY! You if you leave my daughter alone that will be the end of it, but if you don't listen." Tai said as his voice got deep around the end.

"I have A particular set of skills,, skills that make me a nightmare to people like you-" was as far as he got.

"NOPE! I am not getting sued because you want to pull a Lien Neilson, but let's hear what Yang thinks." Said Sparta.

'Ruby, secret admirer, Ruby, Secret admirer does not compute brain restarting in 3. 2. 1.' Was Yangs Thought project through the speakers before she passed out.

"Rex are you ok?" Asked Summer.

"Ya I just didn't expect to hear a girl become a admirer of me." Said Rex.

"Is that a bad thing?" Asked Ruby blushing nervously.

"No I just did not want to hear any girls thoughts on me like that." Explained Rex.

"SO MY DAUGHTER IS NOT GOOD ENOUGH FOR YOU TO DATE HA!?" Shouted Summer with a devils mask appearing on her face.

"No it's not that I am just surprised I would love to date Ruby." Said Rex with his mouth speaking for him.

"Ya, Now I am one step closer to having grandkids." Said Summer exited with the devil mask disappearing making everyone sweat Dropped at her mood swings.

Beacon Academy Rooftop.

With the Weiss Queen and the Ultimatrix-bearer

"If you do not stop with the puns I will freeze you!" Said Weiss glaring at the book hoping it would burst into flames.

(OK, I'll stop with the puns!)

"Translation he will stop for now." Said Sparta making Weiss groan.

"Professor Port!" Weiss exclaimed approaching the Grimm Studies professor.

"Ah, Miss Schnee what do I owe this fine pleasure?" Professor Port asked.

"I... I enjoyed your lecture!" The SDC heiress replied nervously.

"Of course you did, child; you have the blood of a true Huntress in you." Peter said arrogantly.

"When we get back we need to talk to peter about his arrogance." Said Ozpin getting a nod from Glynda.

"You really think so?" Weiss asked as she smiled hopefully.

"Most surely! / Absolutely not!" Professor Port and Ben, who came in at the same time.

"What, how dare you!" Weiss started but was cut off by the professor.

"Why don't you think that?" Asked Weiss, Before he could Respond Sparta interrupted.

"If you Wait the story will tell you." Said Sparta passing the chest to yang.

"Hey, Wait a second I think I hear something in the chest." Said Yang putting her ear closer to try and hear better with everyone doing the same.

What they heard was a soft snore coming from the inside.

"Wait that sounds like a baby, is there a Baby in there?" Asked Raven not really caring but is just curious.

"Yes there is a baby in there no don't worry he will be perfectly fine that box is unbreakable nothing can break that, except for this key." Said Sparta patting his pocket to show where it is.

"You. Put. A. BABY IN A LOCKED CHEST?!" Yang hissed.

"If it helps, he is not human and someone these two know." Sparta said, pointing to Ben and Rex.

"Oh my... What is going on?" Port asked as the human shapeshifter respond.

"She snapped at her team leader and threw a tantrum because she didn't get her way." Ben replied not beating around the bush.

"Dear girl, is this true?" The Grimm Studies asked as the heiress sighed.

"Well... I-I think I should have been the leader of Team RWBY!." Weiss responded glaring at Ben.

The aging professor just stared at the two (which is amazing since he has an open his brown eyes once) before finally saying something.

"His eyes are brown? I was begging to think that he has no eyes and just seen people base on there aura." Said Nora remembering one of the many theories on why he doesn't open his eyes.

"That's preposterous." He replied bluntly.

"Excuse me?!" She asked angrily.

"I've believed in Professor Ozpin for many years, and the man's never once led me astray!" Professor Port stated to the SDC heiress.

"What about the time whe-" Qrow began to say before his former team and the two Professors tied him up and gaged.

"WE NEVER SPEAK OF THAT." Said the five remembering the incident

"So you would just blindly accept his decision even after seeing how exceptional I am?" Weiss asked confusedly.

"With all due respect, your exceptional skill on the battlefield is matched only by your poor attitude." The Grimm Studies Professor responded

"How dare you!" She raised her voice sounded offended.

"Did I really use to sound like that?" Asked Weiss.

"Ha ha, ya use to, Ha Ha." Said Ruby nervously.

"I think you just prove his point. From what I've seen outside of the battlefield, you're just a spoiled rich girl who has gotten everything she's wanted and the only thing she worked hard on is her own skills and nothing more." Ben told the girl reminding him of some bullies like Tj and Cash.

"That is not even remotely true." Weiss responded crossing her arms.

The two males just stared for two minutes before she relented.

"Well... not entirely true." She added.

"Do you truly believe that acting like this would make the headmaster change his mind?" Ben asked the Ice Princess, making her look down.

"Princess?" Winter and Weiss asked.

"Are your names Yumi? Mitsuru? Samantha? Fubuki? Or Mizore?" Ben asked.

"Obviously not." The two said dryly.

"Then you are Ice Princess. Not Queens." Ben said firmly as he nodded his head to make it official.

"Mister Tennyson has a point, so instead of fretting about what you don't have, savor what you do. Hone your skills, perfect every technique, and be not the best leader, but the best person you can be."." Professor Port finished walking away.

"This might not be what you want to hear, but it's what you need. Now I'm not gonna lie right now, but I don't like you very much but that could very well change if you asked me politely of what caused me to change into those transformations. If you and Blake really want to know, come to my dorm after lunch and I'll answer some questions not all of your questions because I still don't trust you as a person." Ben finished walking to his next class, leaving the heiress of the Schnee Dust Company to herself.

"Would you really Answer her questions" Julie asked Her Ex.

"I would tell half truths and half lies." Said Ben.

Beacon Dining Hall

12:00 P.M.

After a longer hour of self study during Professor Peach's class, Ben and Rex attended the Dining Fall for Lunch. Rex's Lunch today consisted of a ham sandwich with a side of chips and milk. While Ben's included his usual order of chili fries and a Strawberry, Chocolate Chip Cookies with Milk smoothie as Ruby Rose asked the Ultiamtrix-bearer if she could have one that would taste like her favorite food and her late mother's delicious cookies as Ben managed to get one for her.

"You eat to many sweets." Tai said.

"All I'm saying is that it should not be possible to turn a grenade launcher into a hammer! It just can't and shouldn't be possible!" Rex ranted as he argued with the heavy hitter of Team JNPR, Nora Valkyrie.

"Even though you somehow managed to do it, it should still be super heavy and still shouldn't be able to swing it." Rex finished.

"I have to agree with Rex on this one, Nora. I mean early this morning I've turned into one of my smartest transformations, Brainstorm, and even he could not figure it out." Ben added as not even one of his smartest aliens like Brainstorm and possibly Grey Matter couldn't possibly understand the Pancake Queen's complex yet powerful hybrid weapon.

"It's very simple, you two! All you need to make sure is that it will not accidentally misfired. You just have to pull the trigger and squeeze either one or the other certain parts to make them fire at the same time otherwise it won't fire at all." Nora explained nonchanantly.

"OK, now that is out of the way I am going to take a shower and a nap since me and Rex are done for the day." Ben said as he walked out of the Dining Hall and towards the Dorm buildings while unknowingly Weiss and Blake following him.

"I guess he forgot about his promise to talk just like he forgot our Dates and My Tennis Games." Said Julie glaring at Ben.

"I told you I didn't forget I was Busy." Said Ben only receiving a glare.

"Where are you two going?" Yang asked her two teammates.

"I'm going to the library." Weiss answered with a lie without turning around.

"Same thing, since I forgot my book in our dorm" Blake replied lying to her partner and leader.

Beacon Academy Dorms

After a satisfying lunch, We see our shapeshifting protagonist walking through Beacon's Dorm Building hallways so deep in thought, he didn't notice the SDC Heiress and the former White Fang member/Secret Cat Faunus stalking him from afar.

"You know when I said "I hope I don't attract a crazy stocker" I didn't mean there could be two." Said Ben remembering some of his more persistent Stockers.

"Oh please, remember Akane?" Gwen asked, getting a groan from Ben.

"I know why I'm following him, but why are you?" Blake asked the Schnee heiress.

"Because, I'm going to find out the source of his power! I think I know how, but I'm not entirely sure." Weiss replied before using her semblance: Her family's Glyphs to keep the door from locking.

They waited for about 5 minutes before entering the dorm of Team 10 once they heard the shower going on and running.

"What are we supposed to be looking for?" Blake asked looking all over the room for anything such as clues that will help them answer their questions.

"What about his watch?" Weiss asked pointing to where the Ultimatrix is at. It was sitting on the side table underneath a white cloth.

"You really need to hide that better." Said Zenith not wanting to see her lovers greatest creation get stolen.

"I know but my counterpart probably did not think that someone would break in his room while he's taking a shower." Said Ben glaring at the two thieves.

Not waiting for a reply, she walked over to it, uncovered the cloth, and picked it up. As Blake walked over to her, the two of them began to examine Ben's watch. The watch didn't resemble an ordinary wrist watch most people of Remnant would wear, but it looked more like a gauntlet due to the band being gauntlet-like instead of a normal wristwatch band. The gauntlet itself also contains wrist couplings, a black rectangular button, and of course the central component of the watch, the selection interface, which is round dial containing the familiar green hourglass symbol that they've seen on Ben's transformations which got their attention. Blake then began to toy with the notch as the dial popped up revealing a very advanced looking core and a hologram of a form they didn't recognize.

"How does the watch function? I am guessing that it is not powered by double AA's" Asked Rex, as Azmuth looked a little offended by that comment.

"Originally created by me, the Ultimatrix's power core was unstable and incomplete, so I contained the device in high security storage. Albedo stole the Ultimatrix and was able to stabilize the core, as well as "surpassing" the prototype Omnitrix by adding the evolutionary function. Unfortunately for him, Ben's DNA was still the default for the Omnitrix and the Ultimatrix was still linked to the same database" Explained Azmuth.

"Ok but what about the evolutionary function?" Asked Penny.

"I am getting to that jeez, kids these days no patients. To power the Evolution function you need a Polymorphic Crystal a self recharging energy crystal." Explained Azmuth.

Weiss and Blake then looked at each other nodded, knowing that their suspicions were confirmed as somehow Ben's watch is no doubt not made by the Kingdom of Atlas, since they deduced that this piece of technology they were holding right now was very, very, more advanced than what the Atlesian military and the technology that the World of Remnant they have today such as scrolls, airships, bullheads, A.I.'s, the Atlesian Knights and Paladins in the Atlas Military, and the Cross Continental Transmit System.

"Hey, wasn't it smaller earlier?" Blake asked seeing how the gauntlet-like watch was now wider as she slipped it on her left wrist and nothing happened. The gauntlet-like watch was way too big to fit on her. It was more than just hanging on her arm like an overgrown band. She then handed it over to Weiss as she too put it on her left arm it too was doing the same like Blake. The girls then twisted the dial seeing different holograms of Ben's forms as they finally want to know the truth from Ben himself especially Weiss as she wanted to know what kind of watch is this.

"Oh it is just your ordinary alien watch that turns people into different species." Said Kevin like he was talking about the weather.

But before she could reply to Blake, the door opened up to reveal Rex.

"Hey, Ben! Have you seen my goggles? I think I left them here this- WHAT ARE YOU TWO DOING HERE?!" Rex shouted in horror, catching the black and white members of Team RWBY holding Ben's Ultimatrix.

With such reaction speeds that would make Ruby Rose jealous, (And Jealous she is.) Rex quickly pulled out his Smack Hands as he grabbed the two girls, forcing Weiss to keep her grip on the Ultimatrix in surprise.

"BEN! THIS ROOM IS INFESTED WITH THIEVES! THEY'RE TRYING TO STEAL YOUR WATCH!" Rex shouted making his friend come out of the shower with an angry look on his face that can match up to Rath's anger as he burst out of the shower soaking wet with a towel wrapped carefully and tight around his waist, concealing his private area.

To our readers, viewers, and Fangirls that despite our human shapeshifter protagonist being skinny, he is very athletic due to being a soccer player making the two girls blush at his muscles on his arms, legs, chest and the rest his body including his six-pack.

"Hmm. Mama like." Said Yang with a some drool coming out of Hers, Julie, And Blake with a nosebleed.

"WHAT THE HECK DO YOU TWO THINK YOU'RE DOING?! I SHOULD TAKE YOU BOTH TO COURT FOR ATTEMPTED MURDER AND THEFT!" Ben shouted in a Appoplexian-like aggression as his green eyes dangerously and slowly started to glow Ultimatrix Green with a mixture of Anodite purplish pink, making Blake eyes widen in horror and Weiss just scoffed in disbelief.

"Oh no! You cannot tell the fact that the reason we are here is because you can tell us the source of your powers and him too! And why did he react when I had your watch?!" Weiss retorted sarcastically.

"I don't think you deserve to know since you two almost killed me by taking my watch away." Ben lied as the two girls stared at him of what he was implying.

"But, to get you two to leave me alone my transformations are part of my "semblance." Now the watch and the reason why the hourglass appears each time I change is because it's a limiter. Because of my power and I changed so much damages my DNA so much I could die if I transformers out that and since I have so much energy I could also explode." Said Ben shocking the girls on how serious he is as his voice sounded more dangerous with the fact that somehow his emerald green aura and Anodite purplish pink Mana started surround him and his eyes started to glow fully bright Green as his body was coated in a mixture of purplish pink Mana and Emerald Green Aura as he was floating inches off the ground slowly increasing his size with his Mana and Aura both flaring up as Ben unknowingly unlocked his dormant Anodite heritage within his very own genes from his Anodite Grandmother Verdona.

"Oh my gosh Ben. You are the first Male Anodite in over ten thousand years." Said Verdona with a huge amount of shock.

"Oh, now you care." Ben growled.

"When this is over I am training you in at least the basics this is none negotiable," Said Verdona very serious, ignoring that part.

"Dear you just can't decide that." Said Max.

"No he has no choice, if a male Anodite goes with out training for to long they could really explode in pure energy." Explained Verdona scaring Ben.

"Wait How does that work?" Asked Ben Nervously.

"Well males can't release there mana like Females can males always have more energy and they sometimes can't release all of it properly making it build up to where they explode." Explained Verdona.

"Ok we will deal with that later, but nice cover story." Said Gwen approved.

"Okay, no taking the watch but what about him and can you stop squeezing so hard?." Blake asked as Rex dropped her and Weiss back on the ground somehow landing perfectly on their feet,

While she and Weiss were now free, they were now feeling intimidated by Ben as he somehow transformed into a purplish pink male humanoid form with whitish emerald green eyes, long hair made out of a combination of some sort of whitish pinkish aura with a very large amount of his emerald green aura.

"If you two must know I was a illegally experimented on as a child." Rex said shocking the two girls even more, as they were still feeling afraid from an angry Aura enhanced Male Anodite shapeshifter.

"Now that is out of the way get out of here or I will report you both for stealing and attempted murder" Ben said in a scary Anodite voice as he calmed down, returning to normal as his Mana and Aura retracted back into his body while his eyes returned to their normal emerald green shade. While moving over to take his watch back from Weiss, he then took out another towel and wiped his left arm as he slipped on the Ul and Rex gently pushed the two members of Team RWBY out of the room.

"Man. That was terrifying I hope our counter parts learn their lesson." Said Blake.

Once they were sure that they were not eavesdropping or left behind any bug, they started to talk about the elephant in the room.

"They don't believe us I'm sure of it especially of the cat they will be back there going to be doing some research I'm sure Of it," Ben said dropping his towel to get dressed.

"Agreed. I really don't think the white haired girl will leave us alone anytime soon." Rex agreed as he turned around to give Ben some privacy to get dressed.

"What you just can't just tease us with a towel and not show us what's underneath." Ranted Yang.

"Yeah, oh and here are your goggles. I 'm going to take a nap and don't forget that we have a meeting with Ozpin tonight." Ben reminded his friend as put on the watch as shrunk to fit his wrist and crashing into his bed to sleep.

3 Hours Later...

"Man, That was a good nap. How long was I out for?" Ben asked himself, looking at his watch showing that it was 5:30 P.M.

"Huh, I've be asleep since 2? Man, I think I need to get more sleep..." Ben said to himself as he stretched his arms with a yawn.

'It's dinner time already? Best I head down then...' Ben thought putting on his black t-shirt, blue pants, black shoes, and green jacket, as he quickly transformed into XLR8 to clean his dorm while grabbing his scroll and zooming towards the Dining Hall for dinner.

Man, he and Rex hope tomorrow it would not be another day from their two stalkers who already planning to see behind their lies and half-truths.

Beacon Dining Hall

5:00 P.M.

Tonight's dinner includes some pulled pork sandwiches and a salad on the side with some fruit juice. We see the two half-sisters of the Rose-Xiao Long-Branwen family, Ruby Rose and Yang Xiao Long eating together. Until, Yang turned around and saw Ben getting his dinner as she decided to get his attention by using a nickname for him when he transformed into that hot, handsome, fiery magma man back at the Beacon Initiation.

"Yo, hot stuff! Where have you been?" Yang asked Ben, motioning him to come over to sit with her and Ruby. As he sat down between them the girls, Yang placed her arm around Ben as she looked into his green eyes that no doubt were attractive and handsome in her own opinion.

"You should stop calling him that." Said Julie pulling ship in close.

"Or what will you do?" Asked Yang with her Aura taking on the form of a sun dragon.

"I've been taking a nap, Yang. Been having trouble sleeping." Ben replied as he sighed, looking into Yang's beautiful lilac eyes that no doubt were soothing him and so attractive

"You never did stair in my eyes." Said Julie glaring at Yang with lightning flashing between them.

"You always got mad when I stair at you." Explained a nervous Ben.

"I know that feeling. Say, have you seen Weiss and Blake?" Ruby asked wondering where her partner and her black colored teammate were since they never returned from retrieving Blake's "book" and the Beacon library.

"Nope. Haven't seen her or the Ice Queen since lunch." Ben lied moving his hands towards the Ultimatrix just in case.

"Hey, Ben. Ozpin sent me to come get you and Rex speaking of which where is he?" Amber asked appearing behind him and the two sisters.

"I haven't seen him since he came by to the dorm and picked up his goggles." Ben replied stuffing the sandwich in his mouth.

"I'm right here." Rex added behind Amber with his red-orange patterned jacket ripped in some places, along with some grass and dirt all over his t-shirt and lightly spiked, slicked back dark hair.

"Rex! What happened to you?" Ruby asked worried for reasons she can't explain.

"I've been in the forest behind the school practicing against the Grim. Man, what a workout." Rex revealed of where he had been for the past 3 hours.

"Now that you are here, grab something that you eat and follow me to the Headmaster's Office." Amber stated dragging Ben and Rex with her.

"She tells you to get something to eat but doesn't let you eat anything, She reminds me of Black Knight." Said Rex.

Headmaster's Office

"What is it Ozpin? It's dinner time and I'm still hungry." Rex complained annoyed that he couldn't eat before he was dragged here by the woman.

"It has come to my attention that since you two are from two different parallel worlds, you don't have any of our world's currency. So, I've decided to give the both of you an allowance that should last about a month before it's time to start doing missions and earn some lien. I've also taken steps to open both of you a bank account." Ozpin explained handing the two the banking information and a credit card that contains both of their personal emblems combined along with the Schnee Dust Company Logo.

"How did you put there information in so fast?" Asked Paradox.

"You really don't want to know." Said Glynda remembering THAT.

"That's what I've wanted to talk to you about. But first, does this world have diamonds and do you know the exchange rate?" Ben asked.

"Yes, there are Diamonds in Remnant, if you two are doing what I think you're doing just don't destroy the economy. And I have no idea of what is the exchange rate of diamonds to Lien." The headmaster replied to the shapeshifter.

"Men... Last I heard, the exchange rate of diamonds today is depended on it's carrots. So, assuming that you have let's say 0.50 carat diamond and the exchange rate for that is 1,400 Lien per carrot." Glynda explained coming out of the elevator.

"W do you just so happen to know that?" Asked Velvet.

"My parents are diamond tycoons but I choose my life has a huntress but I still check in the family business for if I make it into retirement." Said Glynda.

"How do you feel about this Azmuth?" Ben nervously.

"well I can't say that I am happy about it but since you are in a different universe I shall except it but I won't like it." Said Azmuth.

"Thank you for that, Glynda. Now since we still have some time left, do you two have any questions?" Ozpin asked the two united heroes.

"Yes we have a problem two actually it seems that Weiss and Blake are getting suspicious of us they broke into our room and almost took the ultimatrix before i came in and stoped them." Said Rex.

"I told them if they tried again I will have them arrested for attempted murder and attempted theft so I don't think that they will try again but we need to put some "history" in the system in case they try to do some research on us." Explained Ben.

"I will call the police! But I don't think it will be easy to put the Schnee in jail, but I will see it happen." Amber ranted angrily pulling out her Scroll.

"Ok, how was she put in a coma she is terrifying?." Said Velvet.

"We don't know we think that it was a sneak attack." Said Qrow clenching his fist around his flask.

"No need to do that, Miss Amber. I just quickly made that up to get them to leave before I went to bed three hours earlier." Ben replied seeing the woman who sees him as a son trying to call the authorities on his two stalkers.

"One: Those two have no idea what they're doing. And Two: They won't try again at least not for a while." Rex added getting a agreement with Ben as he continued.

"Now Is that all we have? 'Cause there is a pulled pork sandwich with my name on it." Rex complained as he motioning towards the elevator, wanting to eat dinner with Ben.

"Yes, you and Mister Tennyson may leave now." Goodwitch replied as she already knew that the two heroes were feeling tired of the events that happened on their first day in Beacon.

"Good night Ben. Good night Rex." Amber said hugging both of her heroes.

Beacon Dining Hall

Team RWBY.

"I am telling you girls there is something wrong with The members of team Ten especially Ben." Said Weiss annoyed about getting caught earlier.

"Weiss, you and Blake both need to chill out. Just because he has abilities that you never seen before does not mean that he is a bad guy." Yang said while eating her salad.

"She is right. When I went to talk to him last night, his new teammate, Rex I think that's his name, turned his arm into this weird whip thingy while wearing a huge backpack and Ben turned into a mummy and wrap his bandages around me." Blake added with a scowl remembering the ninja comment yesterday.

"To be honest you aren't that bad of a ninja." Said Rex making Blake smile a bit.

"Maybe if you weren't trying to go all ninja on us, we wouldn't have to restrain you. And like I said earlier, if you try to take my watch again I'll have the both of you locked up for attempted murder and theft." Ben retorted appearing behind the girls.

"Attempted murder and theft? Ben, aren't you being a little overdramatic?" Ruby asked while being interested of how many forms he can transform into (hoping he has form that can make the best chocolate chip cookies) and his partner who can generate weapons with his body.

"Nope! If I transform without this, I could die. Not to mention it also helps me regulate my energy, I got so much power built up I'm basically a walking bomb." Lied Ben making the two girls look down in shame.

"Say, I've been wondering... How long have you been able to transform like that and what's his story?" Yang asked as she too was interested of both of the boys powers that she never seen before in her entire life.

"My story? I don't remember much about it. I don't even know if I have any other family besides my brother. From what little I know, I was illegally experimented on as a child 6 years ago giving me my powers." Rex lied sticking to the cover story they came up with after taking a drink.

"What is it like to build all of those weapons? What's all the weapons you can build? Can you make a Scythe?" Ruby asked in quick succession.

"Honestly, it just feels natural like eating, some times I get "blue prints" so to speak, and no I can't make a Scythe but I can make a pair of axes." Rex answered but immediately regretted it after seeing the stars in her silver eyes and seeing her get so close in his face.

"Show me!" She demanded scaring him for a moment.

"Ruby you just can't ask people to show you something." Said Summer scolding her youngest.

"They're a pair of large blue axes with energized blades. I call these the BadAxes. I created these a few months ago." Rex stated as he commanded the Omega-1 Nanite to build his twin energized axe blades, Swinging them around carefully as he managed to not hit anyone before turning his hands back to normal.

"I think you should rename them the bad Ass ax." Said Yang covering her little sisters " innocent ears.".

"I thought about it but then I thought a little kid could hear me and repeat the word." Explained Rex.

"That is so cool! I wish I could do that." Ruby exclaimed thinking about turning her body into a weapon

"But how do you make those weapons? I don't think you can just create them from your own flesh 'cause they look like they're made of medal." Blake pointed out.

"They are made of medal. You see, in my body there are these microscopic machines called Nanites. They're the builders and I'm the director." Rex explained half-truthfully.

"OK, But who was the one who built the "Nanites"? And who is the person that he or she experimented on you?" Weiss asked suspiciously, trying to gather information from the two boys.

"To be honest, I have no idea and I don't remember." Rex lied before getting up and leaving.

"Today has been a long day. I think that we should go to bed." Rex said dragging Ben back to their dorm as he wanted to get some sleep.

"Ok that is the end of that who would like to read?" Asked Taiyang passing the book to Raven.

"Wrong King Kong, there is more after called a "Omake." Said Sparta.

Omake: Cooking with Ben 10

"I didn't know you could cook." Said Kevin.

"really? You seem to like my goulash stew the other day." Said Ben.

"You made that I just thought it was leftovers your mom made." Said Kevin Honestly surprised.

"Ok, Ozpin thinks that hunters need to know how to cook so here we are." Ben stated wearing an Ultimatrix Green apron with Anodite pink and purple hearts.

"What are you wearing?" Asked Kevin holding in his laugh.

"What I all ways wear it. What's wrong with it?" Asked Ben honestly confused.

"It got hearts all over it." Said Kevin breaking down laughing.

"Hey my mom worked hard on it." Said Ben sounding childish.

"You may be able to cook, but no one can make Pancakes better than Ren!" Nora replied wearing a pink apron with her emblem.

"Yeah! No one makes better cookies than Yang!." Ruby added wearing a red apron and a chef's hat.

"Challenge accepted!" Shouted Ben pointing at the two over dramatically.

"Well I am about to prove both of you wrong! Though to be honest I except there was to be more people than the three of us." Ben said and true to his words there was only the three of them.

"Blake says that she's coming. It's just that she'll just be a little late." Ruby said to the shapeshifter.

"Alright then. Now there are many different ways to make pancakes and cookies, but I'm gonna show you a new way. But first, we need to brainstorm a idea." Ben punned as he was engulfed in the familiar green flash as Ruby and Nora covered their eyes.

"Oh no I know what is going to happen." Said Max worried for his grandson's health.

When the light died down in Ben's place was an orange alien that has a crab-like appearance with green eyes, pincers for hands and six legs. It can open its orange skull plates at will to reveal its brain, which is pink in color. It wears a neck brace with the Ultimatrix symbol on it to help it hold up its head. This alien is a Cerebrocrustacean, that Ben nicknamed Brainstorm. This is one of Ben's smartest aliens other than his Galvan form, Grey Matter. However, the only difference between the two is their intelligence if according to Azmuth, a Cerebrocrustacean's IQ is 10^30 or 1 nonillion. While a Galvan's IQ is way more higher than a Cerebrocrustacean.

"How did they get a IQ that high." Asked Penny shocked.

"Primitive Cerebrocrustaceans took advantage of the storms surrounding the Encephalonus planets and it in turn resulted in the destruction (by using up all resources) of the planets from Encephalonus to Encephalonus III. By the time they arrived at Encephalonus IV, Cerebrocrustaceans had evolved in order to create electricity instead of taking it away from the environment increasing there brain power and size." Said Azmuth.

"Now the best way to make your perfect afternoon snack and your favorite breakfast requirement is that we must first figure out the most adequate blend of nourishment and flavor to complete this perfect meal so you may have your daily requirement of wheat and sugar." Brainstorm spoke in a British accent and intelligent tone, drawing confuse looks from the scythe and hammer wielding girl with his big words.

"What he say" Asked Ruby with a "Dunce." Hat in her head with Nora.

"OK, can you say that again, but in English please?" Nora asked her friend not understanding his use of words in that form he's in right now.

"Oh, sorry! I forgot I'm not dealing with those of higher intelligence. In layman's terms we must make it good for you and to taste good." Brainstorm explained simply drawing "o's" Of understanding from two girls.

"Hey, sorry I am late. Professor Goodwitch asked me to stay behind for something and-." Blake said coming into the room, but stopped mid sentence once she saw what was in front of her as her Cat Faunus instincts kicked in and took over.

In front of her was the biggest orange crab she has ever seen with pinchers as wide as a fridge, a huge head with that no doubt its brain was big enough to feed an entire family, and 6 Long crab legs just the perfect size for eating.

"Whelp I was right. Nice knowing you ben." Said Max.

Brainstorm started to feel nervous under the hungry gaze of the Cat Fannus since a Cat loves to eat Fish.

"Blake, you know it's still me right?" The Cerebrocrustacean asked backing up away from former White Fang terrorist slowly in fear, before running out the other door with a hungry Blake Belladonna on his tail.

"Don't run! I just want to eat you!" Blake shouted with stars trying to catch up with her prey.

"I don't think that will make him stop." Said Kevin laughing the whole time.

"That doesn't make me feel any better!" Brainstorm shouted in reply, running awfully fast on his six crab-like legs trying to get away from the Cat Faunus

"I'm having crab legs tonight!" Blake shouted turning around the corner, almost catching up to the crab-like alien.

Thinking fast, Brainstorm quickly jumped into the nearest room, which just so happened to be Glynda Goodwitch's room.

"Quick hide me!" Brainstorm shouted interrupting his teacher's class.

"Mister Tennyson, what in Monty Oum do you think you're doing?" Glynda asked annoyed that someone would interrupt her class.

"No time to explain! Just please help me barricade the door!" Brainstorm shouted using his electrical telekinesis to move the desk in front of the door along with some chairs from a few students.

But it was not enough as our black colored, Cat Faunus heroine, broke through the door with a hungry look on her face.

"Here's Blake!" the Cat Faunus of Team RWBY shouted, using an Axe in one hand and a large stick of butter in the other to make a hole big enough to show her face With a crazed look to make Zombozo sane.

"Hey how much do you think that people will pay to have the cray driven right out?" Asked Zennith ignoring the glare from Blake.

Ben knew that the end was near and he would die a painful death in the most horrible way possible.

Just before Blake could even lay a hand on her seafood themed prey, Goodwitch stepped in to save her teacher assistant with her riding crop.

"Can't you just change to something else?" Glynda asked angrily that not only that the two of them interrupted her class, but they also ignored her.

A sheepish look appeared on the Cerebrocrustaceans face as a look of horror appeared on the Cat Faunus.

With a grin that would drive the Circus Freaks back to insanity, Ben was quickly engulfed in a emerald green light, forcing Goodwitch, the students in her class, and Blake to cover their eyes.

When the light died down, everyone looked at where Ben was standing as in his place was a humanoid toad-like alien with swampy-green skin, tanned stomach and muzzles, black digits and black-green spots on his tail, limbs, hips on his back. Its eyes are now sharper and green. It also has two, long, black whisker like lines reaching its mouth. Its teeth are aligned with visibly sharp canine teeth as Its tail is short and straightened, as opposed to a curled tail. Also, claws were attached to its hands through finger stubs. Finally it wore the Ultimatrix symbol on its stomach.

This is one of Ben's big eater aliens, Murk Upchuck, a Murk Gourmand from the planet Peptos XI. Ben has actually two different Upchucks forms since their are actually two out of the three sub-species of the Gourmands in the Ultimatrix. A Perk Gourmand or Perk Upchuck that Ben used when he was ten and a Murk Gourmand or Murk Upchuck that he he unlocked when he was 15.

Both of these aliens are big eaters and Ben nicknamed them both Upchuck is because both Gourmands have the ability to virtually eat anything organic and inorganic substances. Once they swallowed it whole with their 4 long, adhesive tongues, they spit it back out with deadly force as they vomit glowing spheres of acid that explode upon contact with considerable destructive power.

Finally, the only main difference between Ben's two Upchuck forms is their mindsets. Perk Upchuck or Perk Gourmands are considered more thought-oriented and defense-minded, while Murk Upchuck or Murk Gourmands are considered to be more action-oriented and attack-minded.

"What about the third gourmands?" Asked Penny.

"they are called the Queen Gourmands, they are what the name entitles it is unknown if there are any other females besides the queen." Explained Azmuth.

"Gourmands have strong eating abilities, with seven acid-filled stomachs, diamond-hard teeth, elastic stomachs, bellies and mouths and 4 long, adhesive tongues.

Every Gourmand stomach, (including Upchuck's) is linked to the Bladder Dimension. Therefore, they can eat virtually any amount of substance. This is termed as Swarm Gastronomy. This also means that every Gourmand stomach is linked to each other, which is why Upchuck was able to feel the pain and distress of the Gourmands, even from across the galaxy.

Gourmands are able to eat anything inorganic like metal, rocks, etc.

Gourmands can swallow very large objects and digest them in seconds. This means that even a planet can provide sustenance for the Gourmands." Explained Paradox.

Once Ben transformed into one of his big eaters, Blake knew that Karma was biting her in the booty as her prey was now hunting her.

"Let's see how you like it!" Murk Upchuck shouted opening his mouth to reveal a very long tongue, swallowing part of the door and making Blake was terribly frightened by the Murk Gourmand's tongue and ran away as fast as she could from the Ultimatrix-bearer.

"Don't go I just want to eat you." The Murk Gourmand playfully shouted, giving chase to the former terrorist of the White Fang.

"Ah sweet sweet revenge I now see why my enemies are always trying to get vengeance." Said Ben with a grin looking at Blake.

"Ok now I know you've all been wanting to know what is in the chest here is the key but it will only turn if BOTH TURNS IT TOGETHER." Explained Sparta pulling out a pink and white striped key with a yellow glowing Star at the end.

Hesitantly the two reached for the key to unlock the contents of the unknown chest. Inside was a sleeping pink marshmallow wearing a sleep cap with different constellations on it, he was also wrapped in a blanket pink blanket with a shooting star, Yangs symbol, along with a certain green hour glass and was snuggling a teddy bear.

Everyone just stared at the sleeping pink marshmallow before A collective quiet squeals from all of the girls.

"It is so cute!" They all whispered at once.(even Raven agreed.) before there could be any fights on who would hold him first Sparta got involved.

"Hold it. Yang gets to hold him first since it is only fair that the mother gets to hold her child." Said Sparta handing the chest to Yang shocking her and everyone else.

"Ya Grandbabies." Whispered Summer excited.

"What do you mean I am the mother!" Asked A shocked Yang cradling the baby in her arms before passing it to her sister.

"I mean just that. Here in the next few chapters you are going to adopt this cute pink beach ball as your son with Ben." Said Sparta shocking yang , ben and Julie almost making her drop the baby.

"But how does that happen?" Asked Julie passing him to Gwen.

"I cannot say but I will say this it happens after karaoke night." Said Sparta receiving blank stares from everyone.

"Don't give me that look I'm serious." Said Sparta.

"Ok I just have one question. How did they adopt a fictional character?" Asked Rex (oh the irony).

"What do you mean fictional character friend Rex?" Asked Penny passing him to velvet.

Before he could answer the only robot in the room his mouth suddenly disappeared.

"i'll bring your mouth back in the next chapter, In Rex universe Kirby yes that is his name is a video game character for kids but in that universe he is not." Said Sparta before they were interrupted by Kirby crying.

When everybody turned they saw the creator of the matrix with a needle extracting some blood from Kirby.

"AZMUTH! HOW DARE YOU DRAWL BLOOD FROM MY SON WITH OUT PERMISSION!" Shouted Ben as he finished drawing blood shocking everyone on how he already sees him as his son.

"But, But." Was as far as he got before Zennith joined in the shout match.

"HOW CAN YOU TAKE BLOOD FROM a BABY LIKE THAT? YOU COULD HAVE KILLED HIM! HOW CAN YOU BE SO IRRESPONSIBLE?" She Shouted at Azmuth.

"Don't be to hard on him, The DNA was going to end up in the Ultimatrix anyway this way or just go by faster." Said Sparta passing Kirby back over to Yang with a tray of baby food and a bottle of milk.

"He has not eaten since I put him in the chest." Explained Sparta.

Nodding in understanding remembering when she use to Do this with her little sister, picking up Kirby with the bottle of formula she cradled Kirby in her arms to calm him down while she rocked him in her arms right before burping him, after that was all was said and done the future mother of the next Tennyson family started to tickle her son earning a laugh from the pink puffball.

"You will make a great mother someday Yang," Said Raven with Regret ignoring the glare from her former teammates and ignored her biological mother in favor of passing Kirby over to Verdona.

"Who is the cutest great grandchild? You are yes you are." She said tickling his feet they can him giggle.

"Hey stop hogging my grand baby I want a turn!" Said Summer stomping her foot. "Oh fine he can be with his favorite grandma later." Said Verdona with a smirk seeing the tick marks appear on summers head.

"Oh ya? Well I will just have to make him forget about the old fossil with my cookies!" Said summer pulling out a fresh batch of cookies from her cloak.

"Don't even try it ladies right now it is Ravens turn." Said Sparta making everyone freeze.

Nervously summer handed Kirby over to the raven slowly to put off the inevitable.

"Hurry up by the time you get over here I will be old and Grey." Snap Raven scaring Kirby.

"Waaa. Momma." Cried Kirby in fright making all the girls glare at Raven.

"What do I do? What do I do?" Panicked the blonde huntress in training.

"Well you two have to sing him a lullaby." Said Sparta dimming the lights so they could put him to sleep.

[Ben]

Oh I've been sailin' 'bout the seven seas

Lookin' for somebodys who would sails wit' me

Sail wit' me

Sail wit' me

[Yang]

And I've been waiting for someone like you

A man who could love me and would promise to

Stay with me

Stay with me

Stay with me

[Both]

Sailin'

Sailin'

Sailin'

Sail...

[Ben]

Nothin' feels better than a rows on the sea

[Yang]

And I can't think of anyone but you

To stay with me

Stay with me

Stay with me

Stay with me

[Ben]

Sail wit' me

[Yang]

Stay with me

[yang]

Sail wit' me

Sung The two putting there son to sleep.

"Dude I didn't know you could sing." Whispered Kevin.

"Ya I once went to a planet that make peace through song and I had to quickly learn how to sing fast or they would invade earth." Explained Ben quietly.

"Yang how long have you been able to sing like that?" Asked Weiss a little jealous of her talent.

"honestly for as long as I can remember, I used to sing to Ruby even got a small time job singing in a restaurant, how do you think I payed for Bumblebee?" Asked Yang picking up the chest to search through its contents pulling out a small glowing Star, a small silver disk with the hourglass symbol on it, and finally a few toys that included a very small Rust bucket, a silver toy plane, a red Bounce Ball with yellow star, and A space man.

"What is this?" Asked Yang holding the silver disk up for all to see.

"It is a plumber badge but I don't recognize who's it is." Said Max grabbing the badge to examine it Before he pushed a button on the back to reveal a hologram projector.

As the projector came into focussed it reviled to be Ben but much older. he sported a full beard, he has a muscular build to him, and he wore a white-striped black shirt with short sleeves, black fingerless gloves, green pants, and black boots.

"Hello? Is this thing on? Rex says it's on so I am going to assume this is on. Hello my past Self if you are seeing this then Sparta has already given you Kirby. I just hope his mother doesn't find out I am making this with out telling her especially since she is pregnant with our 11th kid I'm hopeful for a son this time." Ranted Ben before he had to dogged a flying door.

"BENJAMIN KIRBY TENNYSON not you Kirby, HOW DARE YOU MAKE A VIDEO WHILE I AM AT THE DOCTORS!" Shouted a female voice coming into the the projection to reveal clone of Raven but with Blonde hair about 6 months pregnant surprising everyone especially Ben and Yang.

"YA GRANDKIDS!" Shouted Summer already planing to make some hoods for them.

"Now dear I know your upset but Sparta said he would be fine at lease they will know how to take care of him if he starts to get fussy." Said Ben cowering under his wife's glare.

"I AM NOT MAD THAT YOU ARE MAKING THIS VIDEO, I AM MADE THAT YOU ARE MAKING IT WITH OUT ME!" Shouted Yang with her eyes turning Red with Rage and her hair sticking up.

"I understand that but I knew if you were to help make this you would get sad and try to fight Sparta and that is not good for the baby." Said Ben Explaining his actions to his wife.

"But I don't want my son to go." Said Yang crying in his arms.

"Hey Hey It is ok, a version of our pass selves will be there along with the rest of our family." Said Ben soothing his wife.

"I'll right just tell them that he likes to have the top of his head rub when your reading him a bedtime story, and he likes orange Slices, he won't sleep with out his teddy bear or sleep hat, and and I don't want my baby to go." Cried out Yang in tears.

"I know dear let me and Rex handle this why don't you go take a bath, our kids is at Velvets so you can relax."Said Ben. Nodding in agreement Yang Quickly went up the stairs to take her bath.

"Whose turn is it to fix the door this time?" Asked presumably Rex behind the camera. "I think it's Your turn I will worry about it later, any way yes Kirby likes all of that but he also likes coffee DON'T GIVE HIM COFFE ESPECIALLY STARBUCKS IT MAKES HIM SUPER HYPER! oh and that star in the chest is called the warp star it is his main source of transportation if we are not available but only Kirby, Yang can make it activate it by calling out "send out the warp star.", and finally do not let him get hurt otherwise Yang will find out then she will kill you bring you back to life then kill you again and worse of all she will make me sleep on the cough for a month." Cried Ben dramatically before the video was cut off as Kirby woke up for a moment.

Looking all over the room with a senses of wonder only a child could have before his eyes landed on Raven. "Grandma." Squealed Kirby jumping out of Glynda's Arms and into Raven's lap while trying to reach for her grim mask resting on her head.

"You want to play with this Don't you?" Asked Raven handing him her mask so he could play.

"I didn't think it was possible but he just got cuter." Squealed Summer handing him a cookie.

"Mom I don't think he can eat solid food he doesn't have teeth." Said Ruby.

"Oh nonsense I feed you cookies when you were a baby." Said Summer watching her first of many grandkids play with Raven's mask and Yang's Orange scarf with Yang blowing a raspberry on his stomach.

"I don't mean to interrupt but is there any I could study this DNA?" Asked Azmuth ignoring the glares from all of the women and Ben.

"Yes there is a room you can study in during the next chapter." Said Sparta handing Yang a duplicate Ultimatrix in yellow and giving Ruby a shot in the arm.

"OW! What was that for?" Asked Ruby in surprise.

"I just gave you both a duplicate of the Ultimatrix and omega-1 Nanite since you both will be getting one later I decided to give you both one now." Explained Sparta handing Jaune a black and Gold wrist watch with a familiar symbol in white surprising everyone.

"Why are you giving me one?" Asked a shocked Jaune Arc.

"Because in the future you show the maturity and the same selflessness as Ben Tennyson in the future Azmuth himself will present you with these very watch." Said Sparta with a small smile.

"Ok that explains Jaune But why do I have a Omega Nanite?" Asked Ruby.

"Isn't a husband suppose to share with his wife?" Asked Sparta making Tai snd Rex faint from shock.