Hello everyone! I am back with the next chapter of RWBY: Battle Force 5! You all finally get a taste of the Behemoth, and exactly the destruction he is capable of. As well as the sheer durability of the most dangerous Grimm on the face of Remnant. And yes, he is by far and away the most dangerous Grimm of the planet. If not for his outright destructive capabilities, then for his sheer durability and his incredible stubbornness for destroying what he wants to destroy. Even oceans don't limit him, he won't let something like a bit of water slow him down.

Anyhow, Let the show commence!

"hello"- regular speech

'hello'- regular thoughts

"hello" machine speech

"hello"- phone/ radio calls

'hello'- internal discussion

Disclaimer: I. OWN. NOTHING. Not Naruto, Not RWBY, and not Hot Wheels.

(At the breach)

Stillness had enveloped the site of the breach. The street that had just been repaired to seal off the breach had been reduced to naught but dust and pebbles in the wake of an absolutely colossal impact. The dust was so thick in the air that even the Atlesian mechs and ground forces with their advanced sensors were having an incredible amount of difficulty making anything out through the dust.

"Captain, have you got a visual on the Grimm?" came the voice of Ironwood over the radio to the captain of the ground forces at the site of the breach.

"Negative sir, to much dust and dirt in the air, can't see ten feet in front of us." Came the reply of the Atlesian captain.

"what about the sensors, Captain? Have you any readings on those?" came the ever-collected voice of Ozpin, his calm voice resonating through the headset the captain wore for direct communication to command.

" Negative on that front as well sir, the sensors are scrambled by the sheer amount of energy being output by these Grimm." Came the reply after checking with the mech pilots. "Whatever they are, their either damn near innumerable, or their ludicrously strong."

"Roger that captain, send a squadron of mech soldiers forward to investigate and transmit camera footage back to us. Keep the regulars and the paladins in formation. We need to know what we're dealing with." Came the orders from the general.

"Copy that sir." Replied the captain, before pointing to the nearest squad of mechanical forces. "You five, go in and find the breach hole. See if you can spot the Grimm in there."

"roger roger" came the emotionless response from the mechanical being in charge of it's fellows, before they quickly hustled into the dust cloud that continued to hang in the air.

As they vanished into the dust, the stillness proceeded to reassert it's control over the area. The students of beacon were beginning to feel a terrible feeling building in their stomachs, a feeling most of them had begun to forget after their training and team formations. Fear was beginning to assert it's hold over the area as a whole. Team CFVY were dealing with the feeling easier then the rest of the students, but even they were beginning to feel the feeling building up in their throats. The panic, the fight or flight response of all animals was beginning to assert itself.

'what is this feeling in the air?' thought the students, the thoughts echoed by the military.

Then it happened.

With a loud bang and a swift crunch, the five mechanical soldiers were sent flying back out of the dust, shattered into multiple pieces as they flew, completely shattering when they hit the ground. As the cloud was breached by their ruined forms, it finally began to fall, revealing the monster that had harrowed the kingdoms since the days of their founding. The single most powerful Grimm on the planet.

The Behemoth itself.

It was a large, four-legged beast, easily standing at over 50 feet tall at the apex of its stature. Its frame defied natural standards, having large bulging muscles all over its body, with extra bulging muscles on it's neck, chest and front legs. Its tail looked like a flat paddle stuck on the back of it, complete with spines to shred everything behind it. But the part that scared everyone it looked at wasn't its supernatural body or weird tail.

No, the part that scared everyone at the breach, was its face. It was vaguely canine in nature, if the canine had come straight from the depths of hell itself after killing the devil and taking his horns for itself. They were forward pointing horns, ready to rip and gore whatever was in front of it. Its teeth were longer then most of their arms, never mind its four fangs. They were larger then each of them in their entirety. The mane of fur and spikes flowing backwards looked coarse and rough, the quills looking to be able to breach steel. But the really scary part was the eyes. They weren't the regular red eyes of Grimm. No they resembled the eyes in the youngest trainee there.

Because they were a startling shade of silver.

"What the hell are you?" came the whispered question from the unknown soldier.

It was too loud.

Because the nightmare among the Grimm heard them.

Turning its eyes towards them, it shifted its body to face them, revealing the large death stalker grasped in its jaws. As they watched, it's jaws snapped closed through it's armor, killing it with laughable ease. As the deathstalker disintegrated, it's ashes began to flow into the creatures mouth. As she watched, ruby's eyes widened, while her pupils shrunk at what she witnessed.

"It's… absorbing it…" she whispered out, but everyone heard her in the startling silence that had developed around them. As they watched the final flakes of ash flow into the creatures mouth, it inhaled a large breath before loosing an enormous and loud roar.

One that shattered every window around them from the sheer volume and force behind it.

"OPEN FIRE! KILL IT!" came the order from Ironwood, his voice screaming into everyone's ears.

And open fire they did.

Everyone there began to fire on the monster of a Grimm. From Yang's shotgun shells to Ruby's high power sniper rifle rounds, and even to the high explosive missiles mounted on the back of the paladins, everything they had was thrown towards the nightmare among monsters. All the dust fire and explosions resulted in a rather thick smoke cloud concealing the beast.

"…Did we get it?" came the tentative question from Yang, being the only one brave, or foolish, enough to ask the question, several seconds after the gunfire stopped.

"I don't know, but I don't think there's anything on the planet that could survive all of that." Commented Coco, shifting the barrel of her rotary cannon slightly downwards to help conserve her strength from carrying and firing such a large and powerful weapon.

"Paladins, move in and check for the target." Ordered the captain, figuring if the creature had survived their barrage, the paladins had the best shot at survival. Which was true, if it were any other scenario. In this case, their size worked against them.

Because they were the closest in size to the beast. Unfortunately, they were far from as fast.

As the Paladins moved closer the smoke began to fade. And with a powerful roar of fury and wrath, the Behemoth lunged out of the smoke, two of his horns piercing two different mechs cockpits at the same time, while his two fore legs crushed the cockpits of another two mechs. The monster quickly shoulder checked three of the mechs, crushing the entire front half of them, before trampling two more with a charge that knocked them over and allowed him to crush them under his weight. The furthest one back began to fire at it quickly, not that it did any good when he spun around and the spines on his tail ripped through the reinforced streel of the Paladin with ease, cutting through the final cockpit. All in the span of 7 seconds.

In those 7 seconds, the Behemoth had utterly destroyed 10 Atlesian paladin 290's, with a laughable ease to it's movements. It was as if they weren't even there. He had crushed them with a laughable ease. And as if to celebrate his small victory, he threw his head back to the heavens, roaring his fury and triumph for all to be heard. And it terrified the students. Enough so that Yang, in her fear riddled state, took half a step back. It was enough.

Because it knocked a piece of rubble off of the slightly elevated platform her and the rest of the front-liners were stood on. In the silence that followed Behemoths roar, the small sound of a rock hitting the ground sounded like a gunshot going off.

As the rock hit the floor, he swung his head down in their direction, his eyes locked onto them like a laser-focused machine. As he began to growl and rumble, he lowered himself to the floor, his posture resembling a canine readying to lunge.

The trainees decided they would lunge first.

The first to arrive was Yatsuhashi. With his formidable strength, he swung his blade, fulcrum, right at the beast's face. Only for the monster to catch his blade in its teeth and throw him using his own grip on his weapon. As he was thrown, the force of the toss forced his blades handle to slip from his grip, leaving it stuck in it's jaws before it spit the blade out onto the ground.

The next to arrive was Nora. Having flung herself into the air, she came down with magnhild, planning to smash it's head into the ground. Unfortunately, said plan did not go as she had hoped. She hit him in the head, but he didn't even budge an inch. Instead he raised his head quickly, sending her flying back at rather high speeds, far away from the battlefield.

Fox had his shot next, swinging his dual tonfa named sharp retribution towards the beasts eyes, attempting to blind the beast. He almost made it, before a spine in the mane on its neck intercepted it when it ducked its head to avoid losing its eyes. Moving closer to Fox, the beast attempted to skewer and shred him with the shorter hidden spines in its mane. When Fox realized its actions, he quickly jumped back and away from the beast, but not without his shirt being shredded from the spines that he attempted to dodge.

Jaune attempted to swing his sword down on it's right most large horn, trying to ensure that no one else would get run through by the blood-soaked horn. Crocea Mors actually landed the blow, but her wielder didn't have the necessary arm strength to cut through such a thick and strong substance that the horns were composed of. Instead they bit into the horn only to stop at less then an inch in. with a contemptuous flick of its head to the left, jaune was sent flying off with Crocea Mors in hand, landing harshly on his back over fifty feet away from the beast, a harsh crack filling his ears when he landed.

Yang was the last of the front-line fighters to take a shot at it, slipping right up to it to land a punch to its jaw with Ember Celica. She quickly punched in clean in the jaw, smirking in satisfaction, only to quickly shift to fear when she saw it didn't do shit to him. With a quick push back, it sent her tumbling head over heels on the ground, her aura shattered from the quick tumble that left her sprawled out on her back as it stood over her.

Pyrrha saw that it was about to injure, if not kill, Yang and took off forwards to help. Using polarity, she quickly pulled Yang back from the behemoths strike that would have crushed her, instead charging in herself. With Miló and Akoúo̱ in hand, she quickly struck at the beast only for it to have the same effect of everyone else's attacks, which is to say, absolutely none. If anything, all it did, as had the rest of the strikes, was infuriate it further. With a quick push, she found herself layed out in front of the beast, her shield shattered, and weapon warped beyond use, and it had rose up on its hind legs to it's full and terrible height, right forelimb raised high to crush her.

"PYRRHA MOVE!" screamed jaune from his place on the ground, trying desperately to pull himself up to help his partner, only for his left leg to crumble underneath him, the femur sticking out through his skin.

Fear had frozen her. She couldn't move, no matter how hard she tried, her body wouldn't respond to her attempts. It just stayed there, waiting for the end. As the paw fell to crush her, she clenched her eyes shut and thought her last.

'I'm sorry lee-sensei. I failed. I couldn't keep my promise to take over for you. I love you dad.' She thought, before waiting for the inevitable pain then… well, she didn't know after that. Huh, a mystery! She could be content to figure out what came next, she supposed.

As she waited, she continued to wait for the pain, only instead to feel a jerking motion from the back of her armor. After that she felt a windy feeling.

'… am I dead?' she thought, before she dared to open her eyes. When she open her eyes, she was sat on back of something, high up in the air.

" I hope you didn't just give up, did you? You know that isn't our way Pyrrha." Came the reprimanding from a male voice that she recognized. As she looked ahead, she spotted the man who had trained her, raised her, loved her and completely stepped into the paternal role she needed in her life. Realizing she had her arms wrapped around him, she gripped him even tighter.

"Dad! You saved me!" she screamed into his ear, before burying her face into her fathers back "Thank you so much!"

"YOSH! Of course I did. You're my little girl! It's my job to keep you safe!" he called before flying the chopper lower to the ground near her friends. As he came into land the vehicle, the four spinning propellors folded in and down to the front and back tires before pulling to a stop beside her friends.

Nora quickly wrapped her in a hug, not letting go for a moment, before pulling back to look at her. "Your okay?" she asked, a lot quieter then normal after almost seeing a friend die.

"I'm fine Nora, my dad saved me." She replied, a small smile on her face at the most innocent member of her team's concern over her, before gesturing to the man on the motorcycle.

"Yeah, now all of you, get back. We'll take it from here." He quickly ordered, his tone shifting into all business quickly. As he stared ahead to the beast, he missed the curious and slightly hopeful look on half of the faces there.

"What do you mean, 'we' sir?" questioned Coco, wanting some clarification before getting her hopes up.

"Why, me and my team of course. Now GO!" he yelled before quickly taking off down the street, the behemoth chasing the bastard that stole his kill from him. As he vanished around the corner, he completely missed the face of the youngest one there.

And the silver eyes that were starting to swell with tears.

(With Lee)

'come on you bastard, chase me a bit further, right into an open area for us to fight!' He thought, pulling the Behemoth into an open area. A nice large grass field park, no trees and barely any shrubbery.

A perfect area for a fight that needed a lot of movement and high speeds.

As he darted past the corner leading to the park, he saw that everyone was in position. He especially saw the huge 3-ton tank barreling towards him on an intercept path for the monster behind him. As the beast turned the corner, the Buster tank side swiped right into its jaw, sending the beast tumbling over, even forcing it to roll over in an attempt to deal with the impact from the hit. As it attempted to recover, it completely missed the large green Tangler jumping onto its head and then immediately jumping off in the same direction as the buster, forcing it further in the direction the Buster had pushed it.

As it finally recovered from the twin impacts, it shook it's head to clear the dizziness from its eyesight. As it did, it spotted the regular looking purple car behind them, right as its hood opened up to reveal twin huge cannons mounted on the front of the car. They fired on its head, twin beams of energy and sound simultaneously pushing and deafening it, once again pushing it back further, this time into the side of a building, partially collapsing the structure on top of it, and forcing it onto it's side.

As it tried to recover again, he heard a peculiar sound. A sound it faintly recalled as painful.

That's when it caught sight of a fast red object. Far faster then the rest, it was coming straight at him at speeds the other four couldn't begin to touch. As it watched, the front unfolded into a large spinning thing, right before it crashed into its stomach area.

PAIN. PAIN. PAIN!

All it could feel from the area was pain!

It had to squash the bugs around it now! No more holding back!

(with the five)

"you think that got it?" questioned Shikamaru, watching Naruto back the full combat form of the Saber, chainsaw spinning and all, out of the building they had pushed the Behemoth into before it had collapsed on top of the cursed beast.

"I seriously doubt it. That son of a bitch has had worse done to it and shrugged it off before. Don't see why less would stop it now."came the clear response of the squad leader, before he saw the dust shift. "EVASIVE MANUVERS NOW!"

It was to late; the monster had already started his counterattack. It slammed into the side of the Buster, flipping it over and over, ending with it on to its side. It quickly turned its attention onto the Tangler as it jumped it its face again, catching in its paw before slamming it into the ground twice, then throwing it off and away from itself. As the Chopper attempted to side swipe its face with its rear tires, it quickly hit the front tire with its paws, sending the motorcycle and rider flying off. Turning its attention to the Reverb, it quickly scraped it's paw along the ground, sending large amounts of debris towards it, including a large chunk of the brick outer wall that had fallen on it.

As it dealt with the other four, it's focus had never left the red object beside it. With it being the only thing to have ever really done any significant damage to it, its focus hadn't wavered from its primary threat to it's life. With a roar, the monstrous Grimm swiped the Saber off of her tires and flung her into the building that it had just been pushed into.

"Is anyone's vehicle still functioning?" questioned Naruto, his head spinning from the hit he took off the steering wheel when he got tossed into the building. Checking where the pain was the worst, he pulled his hand away to find blood on the tips of his gloves.

"Buster is side on right now, no getting up and fighting for her until we can tip her back over." Reported Shikamaru, who was helping his best friend out of his hatch in the top of the tank. With the warping from the impact, it was a bit more then troublesome to do so.

"Tangler is missing a whole limb from being tossed, and the engine block is damaged from the fucker mashing her into the ground." Reported Yugito, having pulled herself from the wreck of her car holding her stomach area, feeling as if a few ribs were cracked, something she had too much experience with unfortunately.

"Chopper's wheel are completely out of alignment from the impact, I drive her now or use her flight mode, she'll rip herself to shreds." Called back lee, throwing his helmet off and away from him, before standing up and glaring in the direction of the beast, forcing his own dislocated shoulder back into place before he started sprinting to his teammates.

"Reverbs main guns are smashed, I still have the side weapons, but the windshield is so cracked I'd have an easier time replacing it then fixing it." Came Sasuke's somewhat blank voice, no prevalent emotion to be heard, but his face revealed his rather upset mood. His left eye was swollen shut from the impact he took when the bricks hit the Reverb.

"Saber is down too, three of her tires got sheared off when the fucker tossed me. And her hood is warped harshly from the impact. She's not shifting till we fix her." He revealed, pulling himself out of the car. And on to his feet, before glaring out the hole he flew in through.

"What do we do boss?" questioned Choji, having been pulled from the Buster and was taking cover behind her. He, like everyone else, had pulled his weapon from his vehicle.

"KEEP FIGHTING!" came the roar from Naruto that they didn't even need the comms to hear. As they looked over their cover, a red bolt of lightning flew out and checked behemoth in the face, knocking it head over ass onto it's back. The bolt flew backwards to the ground, revealing Naruto cloaked in red energy. As he started to run around the beast that was quickly making it's way back to it's feet, golden lightning started to flow off of him and hung for moments in the air where he ran.

"YOUTH!" came the call of the second fastest member of the team, before a green blur crashed into the side of the Behemoth, near knocking it over before it rebounded off and on to the side of a building, revealing a green aura covered lee, his skin red as blood and covered in sweat. The force from his pushing off the Behemoth finished the job of knocking it over, sending it sprawling onto it's back as it struggled to right itself.

As the two speedsters began their high-speed attack tactics, the rest of the squad began to activate their own semblances, knowing a fight of this level would require their full ability, as demonstrated by Naruto and lee going hard from the start.

Choji was the next to attack the Behemoth, his semblance being used in full to grow in size, making himself quite a bit larger then the Behemoth, along with his mighty Warhammer, Volendrung. As he swung his mighty weapon, the head of the hammer crashed into the side of the monster, sending it skidding on the grass for a good 60 feet. All Choji could do was grin, feeling the hidden trick of his families hammer take effect. When they hit something, be it human or Grimm, the hammer absorbed their energy, and converted it into aura that matched the wielders. Quite a useful weapon for a family whose semblance takes a constant stream of aura to utilize.

Yugito had begun to run to her squad as well, her own semblance taking effect as well. She was quickly coated in blue and black flames, before the flames grew even larger around her, growing rapidly in size as they rapidly matched the Behemoth in size. As the flames left the ground, they shifted into the form of a large, predatory feline, leaping on to the back of the monster as she bit down on to it's neck and trashing once her jaws were locked, ripping and tearing the flesh around the bite wound with a terrible efficiency. As she ripped out the chunk, she threw it away and moved back to where she bit him, only to exhale a massive torrent of fire out and into the wound she had caused. As the flesh was burned and seared shut, the beast beneath her roared and trashed to escape, trying to throw her off of it's back with all of its strength. She continued to bite and burn, trying to weaken the beast as best she could before she got thrown off.

Sasuke had gotten out of his car and taken off towards the beast, his eyes shifting from coal black to a violent red. As his eyes formed their black Tomoe, they began to spin in his eyes around his pupil, before shifting into Sasuke's advanced form of his family semblance, his mangekyou sharingan. As he moved closer to the beast, purple energy sprouted up around him, before forming into the upper torso of a humanoid. Pulling the huge arm of the energy construct back, he chambered a devastating punch into the head of the beast, sending the monster sprawling across the fields over 50 feet away from the impact.

As it got up and roared at them, it failed to notice the shadows rising up around it, nor did it notice the bulging shadow right beneath its neck. As it finally stopped roaring, the shadow tendrils around it lashed out at it, wrapping themselves around its limbs and torso, binding it in place and keeping it from moving. As it struggled to move and snap it's shadow bindings, the bulge beneath it's neck burst, Shikamaru lunging out and towards it's neck, his dual trench knives in hand, the ten-inch blades on them coated in shadows and extended to over two feet in length, allowing him to easily attempt the act of slicing the beasts jugular and, hopefully, decapitation. And he did do significant damage to the beast neck. Unfortunately, he didn't do enough to kill it.

As he quickly dove back into the shadows to warp to his teammates shadows, the Behemoth snapped the rest of the shadows binding him, before turning his glare onto the six of them. Roaring, it charged them head on, attempting to kill the insects that dare cause it pain.

And the six of them charged right at him, determined to protect those close to their hearts.

AND SCENE! Yeah, I told you all last chapter that if I was to go on and write the fight, that it would be a 10k word chapter. Turns out I was low balling. It is no where near over and I'm 4k words in. yeah, it's a doozy of a fight. It's going to be at least another chapter long. This is it for now though.

So yeah, the Behemoth is quite a bastard. He's durable as fuck, hits like a semi-truck, and has absolutely no regard for other Grimm, less then that for humans. For context on what he looks like, look up the Behemoth from Monster Hunter World/ Final Fantasy. I still have my trauma from that bastard back when he dropped into the elders recess. Most difficult fight in the game, hands down. If they scaled him up for master rank, I guarantee that Fatalis would not be the secret endgame boss. Behemoth might not kill Fatalis, but he ain't going down like a bitch either.

So yeah, the defenders weren't shit compared to the Behemoth. Not a surprise, considering the little bit of backstory I gave it. And before you get mad at the main cast not being able to even injure it, hear me out. This is a Grimm that, in the context of this story, has been alive for over 2000 years, it was around before the kingdoms of Remnant were even formed. They have been trying literally since their founding to kill it but haven't even left any permanent damage or scar on the fucker. It's that dangerous. And it's that intelligent. It's said in the canon that the older a Grimm gets, the more intelligent it grows. it's at least 2000 years old. At this point, it's achieved sentience. it's aware of the world around it. It understands exactly what it's doing to humanity. It just doesn't care. It's a literal super predator. All it cares about is establishing dominance over the entire world.

Important info below!

Semblances as you can guess, are pretty well their individual special skills from their own universe.

Yugito has a tailed beast transformation, into matatabi of course.

Choji has the super expansion jutsu but also has Skyrim's deadric artifact Warhammer, Volendrung. A perfect weapon for a giant.

Shikamaru has the shadow control of his family, but I also gave him the ability to travel through shadows that are within a certain, unspecified limit.

Lee obviously has the eight inner gates, though I've reworked them a little bit to fit in this universe. I'll explain more of that later.

Sasuke obviously has the sharingan, with the mangekyou, however, each mangekyou only has one ability. I choose to give sasuke the Susanoo ability of his. Meanwhile, Itachi would obviously have Tsukuyomi as it is his preferred illusion in the Naruto-verse. Again, most of these have a huge drawback, but not blindness, thanks to their aura. Itachi's is a mind fucking level migraine, to the point if he uses it more then three times a day, he'll slip into a coma to recover.

And Naruto, despite my want, does not have kurama's powers here.

*pitch forks appear around me*

Hold your horses, let me explain please. He obviously needs a huge power to be the leader of his incredibly powerful team, but in my personal opinion, kurama is just to powerful a powerup to give him In the RWBY universe. He was literally, rapid firing nuclear bomb level explosives in canon. Nothing in RWBY that I've seen can compete with that, baring maybe the Argus base mech. And I severely doubt that thing can match kurama at his most powerful. That said, I still wanted Naruto to be as fast as he is in canon, if not faster. Hence why his semblance is the speed force itself. More on that next time!

So, if you liked the story, leave a comment! It always helps me to read some positive reviews and constructive criticisms are always helpful. Any flamers will be used to cook well-done steaks for the hunters of Bherna village, the Soaratorium, Astera, Seliana, Kamura village and eventually Elgado outpost. Keep your stamina up folks!

I don't know what's coming next, PM me if you want to maybe suggest what you want to see.