Okay, guys, before you read I want to say things.

1- No this, not an RWBYVerse remake, I inspired things from it but I didn't find the story because it was canceled which is sad because when I read the story on RWBY OC fandom. I loved it but it stopped and I want to read the entire story where Jade-Q-Cupcake reached. if someone likes to have the story send it to me if you can.

2- No OC or OC aliens. to keep it simple and less complicated.

3- Rex might have a chance to appear if I wanted. Okay sorry, Gen Rex fans if he didn't appear.

4- No Reboot Omni-enhanced and Omni-kix. I like the concept of them and I want the Omni-enhanced gimmick when a new Ben 10 series meaning a series to continue after Omniverse ( say anything but I love Omniverse ).

5- Sorry for my grammar. I'm Egyptian, Sorry okay.

Chapter 2: Divide then Conquerer

Inside team RWBBY's dorm was the entire team. After the food fight, the introduction of Neptune, Sun's best friend, and a little game of Remnant: the game, they discussed Roman and the White Fang and how they'll put a stop to them.

"All in favor of becoming the youngest Hunter and Huntresses to single-handedly taking down a corrupt organization conspiring against the Kingdom of Vale... say aye," Ruby said.

Yang pumps her fist enthusiastically and responded, "Yes! I love it when you're feisty!"

Weiss: Well, I suppose it could be fun.

Ben: I've been doing that since I was a kid. I'm in.

Ruby: Nobody said aye...

Blake: Alright then. We'll do this together.

Ruby: Let's hatch a plan.

Team RWBBY all wore different outfits. Ruby wore a brown attire and changed her hooded cape to more of a scarf with a cape. Weiss wore a white uniform-like outfit that suited her well. Blake wore a white jacket and had a bunch of black straps on her wrists. Yang wore a brown vest with a few accessories. Ben wore a black jacket with star-like glitters around him, making him look like he's wearing an Alien X jacket.

Blake tightened the ribbons on her wrist. "I thought that class would never end."

Ruby: Alright, guys! Todays the day! The investigation begins!

She hops off from her bed, nearly hitting Weiss.

Weiss sighed and said. "I'm so glad we're taking this seriously."

"Hey! We have a plan! That's…" Yang said and trailed off, trying to come up with the right words.

Ben: Completely serious?

Yang snickered. : I was gonna say moderately but that works too.

Ruby nodded and said, "Everyone remembers their roles?"

Weiss stood up and responded. "You and I will head to the CCT and check the Schnee records for any other Dust robberies or inconsistencies. Seeing as I am in the family, it shouldn't be a problem."

Blake stood up next. "The White Fang has regular faction meetings to hand out orders and recruit new members. If I can get in, I can hopefully find out what they're planning."

Yang and Ben stood up next to the former saying, "I have an old friend at the shady side of town that typically knows everything."

Ben nodded as he crossed his arms. "With a little bit of 'convincing', getting info out of him should be easy."

Ruby fist pumped. "Great. We'll meet up tonight near Yang and Ben to go over what we found. Let's do this!"

"Yeah!"

Blake yelled...Wait...Sun?!

Team RWBBY was taken aback by Sun, who was hanging upside down on a tree using his tail.

Well, the team was surprised when Sun, who also brought/dragged Neptune, decided to join the hunt. Weiss wanted Ruby to join Yang and Ben since, according to her, "Yang's her sister and Ben's her best friend" and that Neptune should just go with Weiss. But Ruby, being herself, just laughed and dragged Weiss away along with Neptune. Poor Weiss just wanted to be alone with Neptune. Blake then was joined by Sun and Yang and Ben still remained as a duo.

Later.

Yang is approaching a club using her motorcycle, Bumblebee.

However, Bumblebee looks different. It still looks like a motorcycle but its wheels are horizontal, seemingly used as a hovering system. It also has two rocket boosters at the back. All in all, it looks like a hovercraft crossed with a motorcycle. Its color is black and green.

Yang parked in front of the club. As Yang got off the bike, a black, liquid-like being oozed off Bumblebee. The being then formed itself into a humanoid alien. This was Ben, who calls himself Upgrade.

Upgrade: Hmmm...Where exactly are we?

Yang: My friend's in there. But I want you to do me a favor.

If Upgrade had an eyebrow, he could have raised it in confusion.

It was just another normal day at Junior's club. Goons cleaning, DJ playing music, and Junior being Junior.

Suddenly, two of his goons enter, seemingly terrified and running away from something. Both kept yelling, "She's back!" while closing the doors.

Junior got a bit irritated. For all he knows, those two are trying to close out customers. "What are you two idiots doing?!" He yelled.

The two tried responding but the result was an explosion the opened the door.

Everyone in the club took defensive actions. The goons all went to the door.

Then, Yang started coming in to greet the club members.

"Guess who's back?" Yang said nonchalantly. She's pretty confident. Besides, if she beat them before, she can do it again.

All the goons brought out their guns and all aimed at Yang's face. Yang then smirked. She could just beat them up again, but she has something else in mind. She claps her hands, giving Ben the signal to move.

Suddenly, a bunch of bat-shaped objects all attached to the foreheads of at least four to five of the goons. The rest all backed away from their comrades.

Then, an alien walked behind Yang he was like a vampire with a green bat-shaped mask.

Whampire stood beside Yang. "Alright! Nobody move!" The alien said.

Junior growled though he was shocked at first, mainly because some sort of monster was suddenly beside Blondie and is apparently helping her.

Suddenly, the five goons who had those bat things attached to their foreheads turned around and aimed their guns at their comrades.

Junior was confused. : What are you idiots doing? Don't aim at them, aim at Blondie and that bat thing or whatever that thing over there!

"But Junior, we're not doing it! Our bodies are..." Goon #1 said.

"...Moving by themselves!" Goon #2 continued.

Whampire and Yang smirked. "That would be my friend's doing," Yang replied.

Whampire: If you don't want your men shooting each other, tell them to stand down.

Junior sighed. "Alright. Nobody shoot." He said as he fixes his tie and walks up to Yang.

Whampire then commanded his minions, or rather their bodies, to drop their weapons and make way for Junior.

"Blondie! What are you doing here?" Junior asked as if nothing happened.

Yang frowned. "Only he gets to call me Blondie..." She said pointing at Whampire

Junior raised a brow. "Who and what is he?"

Yang smirked. "He is Whampire and he is my friend." She said and dragged Junior to the bar.

Ben sighed in content. "That's my friend too." He said as he followed the two.

Neptune entered behind them awestruck from what he saw. "Wow!... Ben sure has some cool forms right there!"

A few minutes later.

Junior: I don't know.

Yang: How can you not know?!

It's been a few minutes and Yang, Whampire and Junior have not finished talking.

Junior: I never talked to him. I never even seen him since the night you first came in here.

Ben leaned in close. : You sure?

Junior looked at Whampire with a slightly annoyed expression. : Of course, I'm sure! He paid upfront, I lend him my men and none of them ever came back!

Ben sighed. Yang, however, was not satisfied.

Yang: Tell the truth, Junior! Or you'll regret knowing what I'll do if I don't get what I want!

Junior: "I already told you! Roman hired my men and I guess he wasn't happy about them." then he yelled at his men "Which is something I can relate to!"

Yang sighed. "Let's go." She said as she heads for the exit, Ben following behind her.

"We got what we need?" Ben asked

Yang shook her head. : We got what we can.

Ben and Yang finally exited the building. Yang began putting on her helmet. then Ben turned back to human.

She suddenly smirked as she looked at Ben. "So how did it feel?"

Ben was choosing an alien form when he heard Yang ask so he stopped and looked at her. "Feel what?

Yang smirked more. "Me riding you." She said as she winked.

Ben was confused for some reason as he remembered that Yang was technically riding him when he merged with her motorcycle as Upgrade.

"It's normal people ride on me when I used upgrade sometimes," Ben said but Yang's scroll began ringing.

Yang took out her scroll.

"Everyone! If you can hear me, we need-"

"HEEEEEEEELP!"

Ben and Yang got surprised.

Yang: Blake? Sun? Are you okay?

"Big robot! It's big! Really big!" Sun yelled through the scroll.

Ben: Ruby would love to see that.

"Shhhh!" Yang said as they kept listening.

"That Torchwick guy's in it! But it's not like it ate him! He's like, controlling it or something!" The monkey Faunus continued.

Ben: Where are you guys?

Suddenly, Yang and Ben heard screaming and giant, robotic footsteps behind them.

They turned around and saw Blake and Sun running away from a giant robot. They disappeared from view once they crossed the street, the two Faunus running while the machine giving chase.

"HURRYYYYYY!" Sun yelled both in person and on the scroll.

"That's definitely them," Neptune said.

Yang got on her bike. "Got it." She said as she started her bike and drove away.

Ben followed her example by slapping down the Omnitrix and turning into a blue raptor with wheeled feet.

Roman, inside the Atlesian Paladin, is still chasing Blake and Sun. They are currently on a highway, the two Faunus jumping on cars and evading Roman while the latter just mowed down the cars that get in his way.

Following behind is Yang, Neptune, and XLR8, both chasing after Roman.

"We got to slow it down!" Yang said to XLR8.

XLR8: But first we have to lookout.

As Roman went through cars make a lot fly, XLR8 put the cars down to save the people with fast and fancy moves.

However, Neptune jumped down from Yang's motorcycle and, using his trident, stabbed and got stuck on the Atlesian's back.

Sun and Blake stopped on top of a bunch of cars to look around and check out their friends.

"Neptune, hang on!" Sun yelled.

Sun then concentrated his Aura and slammed his right fist into his left palm, creating two clone silhouettes of himself. The clones then jumped from one car to another to reach the Atlesian Paladin. After reaching the mech, the clones slammed themselves at it and exploded into golden lights, damaging the Atlesian Paladin. However, they only did little damage and caused Roman to get angry. Roman used the controls of the mech to spin around and fling Neptune at Sun, who was just charging at Roman. Both Neptune and Sun hit each other mid-air and get thrown off the highway.

Blake, still standing on a moving car, watched as Roman got near.

"Blake! I'm in position!" Weiss called through her scroll.

Weiss was now twirling over a highway and landing in the middle of the road, holding Myrtenaster at the approaching Roman. He smiles as his robot charges the girl, but Weiss spins and plunges her blade into the ground, summoning a circle of ice across the pavement that causes the Paladin to slip and crash, actually flying over the young Huntress and falling off the ramp, landing further down before Ruby, already having her Crescent Rose out in scythe form.

The Paladin stands back up, and the rest of Team RWBBY falls beside their leader to take up positions. Weiss readies Myrtenaster, Blake brings out both swords of Gambol Shroud, Yang cocks Ember Celica and XLR8 prepared to attack, squawking once he switched forms. Roman chuckles, moving the robot slowly towards the girls and Ben.

Ruby: Freezer Burn!

Ruby, Blake, and XLR8 jump back out of the way as Weiss performs her same ice-circle trick, but backs out of Yang's way when she jumps into the air and hits the epicenter with her Ember Celica, creating a wave of mist that surrounds Roman. Immediately, the Paladin activates its laser sensors to make up for the lost sight, but it barely sees the afterimage of Blake and narrowly misses the dashing Yang. A gun manages to fire at the area between Blake and Yang, but out from the blast comes Ruby and XLR8, both slashing the metal, Ruby with her blade and XLR8 with his fast punches, causing it to falter.

"Checkmate!"

Blake and Weiss go in this time, each girl going for the feet until Weiss jumps up and stabs a sensor before leaping off of a white glyph. Roman lifts the Paladin's foot to crush Blake, but Weiss summons another glyph under her teammate to launch her backward before the crushing blow can land. Roman growls and fires off the missiles, but Weiss and Blake flip backward as the explosions merely hit where they were.

Finally, Weiss jumps up too high, and Roman fires a double energy blast at her. Myrtenaster absorbs the damage, but Weiss is thrown back, so she casts a beam of light from her weapon to the ground under Blake, forming a yellow clockwork circle that's absorbed into the Faunus girl and lets her slice through each launched missile with ease in a flurry of super-fast slashes.

"Speedy Quick!" Ruby yelled as she runs into the fray.

Ruby shoots herself forward and cuts at the robot's legs, and XLR8 runs in and aims himself at the giant's feet as well. They both dash forward and attack at the same time, circling each other around the Paladin with each strike until XLR8 sat on his back and give the left hand of the mech a barrage of fast kicks, cutting off the left arm entirely.

Yang doesn't waste a second, jumping onto the Paladin's back and punching the top with fiery shotgun blasts. Roman has knocked around in the cabin, but seeing as he can't reach her with his remaining mechanical arm, he runs backward through two columns and leaves her embedded in a third before backing away and turning towards her. Just as she is falling down, the remaining arm extends a closed fist, and when it punches her, she flies through the column and doesn't get up.

"Yang!" Ben yelled as he turns back to human form. He then glares at Roman, anger written all over his face.

Ben slammed down the Omnitrix and turned into a humongous, humanoid dinosaur.

"Humungousaur!" Ben yelled angrily

Ruby, Weiss, Blake, and Yang, who just got up, look at their teammate and his new form. "Is...that...Ben?!" Yang questioned.

Weiss: Well we didn't saw that form before. Weiss said.

Ruby was just awestruck by Humungousaur.

Roman looked at the alien charging at him and decides to try and punch him. But Humungousaur grabbed the mech's fist with his left hand and punches the mech's arm with his right, completely destroying its right arm.

Roman, noticing his Paladin is now literally armless, makes it jump then continued to punch the mech But the Paladin was too quick as it dodged and jumping to avoid the alien's attack.

Ruby noticed that her teammate's attacks are failing. "We need to slow it down!" She suggested.

Weiss: And how do you propose we do that?

Ruby looked at the machine and thought of the perfect combo. "Ice Flower!"

Twirling their weapons so they both point at Roman, Weiss creates a series of glyphs in front of the scythe's sniper barrel, and a single shot through the circles creates a dazzling spiral of energy that creates large icicles upon impact with the Paladin. Ruby continues to shoot as Weiss freezes the fire, and as the ice completely envelops the robot's body...

"Bumblebee!"

Yang then fired her gauntlets to launch herself backward in order for Blake to throw her Gambol Shroud out for Yang to catch while flying, and the Faunus uses the momentum to swing the glowing girl around for a final hit to the robot.

With Roman unable to move, the Paladin is hit by the speed and power of Yang's and fists, the mech flying into the air before crashing down in pieces and leaves a defeated criminal.

Getting up, slightly dazed but unharmed, Roman inspects the damage while brushing himself off.

"Just got this thing cleaned!" Roman said, referring to his favorite white outfit.

He looks up just in time to see Yang, still burning with her absorbed power, fire a single shot at the defenseless thief, but he's saved at the last instant when a girl drops in front of him and merely opens her pink umbrella, deflecting the blast entirely. The new arrival is actually Neo, and she hangs the weapon over her shoulder as Roman addresses the victors.

"Ladies. Freak Show."

"Hey!" Humungousaur yelled.

"Always a pleasure. Neo. If you would."

Neo curtsies her enemies and mockingly winks at Ben with a bow, but Yang angered at her winking instead of her curtsy, will have none of it. She charges forth with fists raised to strike the outlaws... only to break their image as if made out of a mirror and turn just in time to see them escape in a Bullhead. The rest of the team RWBBY runs up to Yang's side, now cooled down with the end of the fight.

Yang: So I guess he got a new henchman.

Weiss: Yeah, I guess she made our plans... fall apart?

While Ben and Ruby chuckled at her joke, Blake just walked away and Yang simply replied, "No. Just...No."

"Ugh...At least these two dolts get it." Weiss said, referring to Ruby and Ben, as she walks away.

"It's okay but you need to improve it," Ben said as he follows Weiss, Yang following behind him.

Ruby felt like she's forgetting something...

"Where are Sun and Neptune?"

The end.