Ben 10 RWBY Volume 2: Ultimate Omniverse

by The Omni-Remnant

Having returned from a massive adventure in the world of Remnant, Ben, Team RWBY, and the rest of their friends find themselves faced with new challenges at every turn on Earth. Be it villains old and new… or even things that they never imagined to be real. It's going to be a challenge unlike any they've seen before, but they're up for it. It's Hero Time! (Cover Art credit inside)

74. Malefactor

A/N (Please Read): How's it going, everybody! Back once again with the next part in this Omniverse episode fusion and, well… I get the feeling that this is what you've been waiting for. If you've seen the episode this is based on, you know how this is gonna end, and it's gonna have some BIG ramifications for a certain character. That said, I don't wanna waste too much time up here because this chapter's quite the doozy and action-packed, so let's get to it. BUT… make sure you check out the ending Author's Note for a VERY special announcement. With that out of the way, let's begin! This is…

Chapter 73: Malefactor

…..

"…A KRAKKEN?!"

Ben couldn't believe what he was seeing. The creature before him was one that he hadn't seen in almost a decade, from all the way back to the early days of that first summer vacation. He remembered it well, too. Shaw, the grizzled boat captain, Jonah Melville, the jerk who had been searching for Krakken eggs to sell on the black market, it was all vividly implanted into his mind. And now, he was reliving all of that as he stared into THIS Krakken's filmy eyes, all while it barred its massive fangs at him and his team. "What in the world is it doing down here?!" he asked incredulously.

Max was also taken aback, but kept his cool in the face of danger. "Don't know, but it's probably the robot pirates' gaurd dog." Pointing up, he directed their attention to the large, metal collar around the beast's neck, which was beeping with a green light at its very center. And attached to it was a long chain that kept it hooked to the nearest wall, which was also where a large, metal door blocked their path.

"More like "Guard FISH"!" Neptune emphasized, nudging Ben with his elbow. "Ben, dude, please go Way Big and stomp this nightmarish thing into the river bed before it—"

"GRAAAAAUUUUGHHH!" But it was too late. The Krakken reared its head back and went to slam it through their boat, making everyone flinch and bring their arms up, preparing for the massive blow. But then… nothing came. Cracking one eye open, Yang hesitantly peeked to see what happened… and was astounded by what she saw.

"…No freaking way." Her boyfriend was currently staring at the Krakken eye-to-eye as it let out a low rumble from its throat, having stopped itself from crashing into their boat.

Ben himself was also a bit confused at what was going on, especially when the Krakken started sniffing him. But then, it let out a low, cooing sound from its throat, one which belied its intimidating appearance, before nuzzling its nose against the hero. "W-Woah! What the—"

With everyone's eyes now open, they were also left speechless by what was happening, with Raven furrowing her brow. "Ben… how did you do that?"

"I-I don't know!" Ben asserted as he backed away from the Krakken, who pulled its head back and let out a much softer roar. "It just started sniffing me and then… well, that!"

"Wait, take a listen to what it's doing." Tai pointed out, with everyone seeing how the Krakken's gaze was now focused behind their vessel as it continued its soft series of roars. "I think… it might be calling out to something."

Before anyone could ask what it might be, the group got their answer when the water's surface once again broke… revealing two smaller Krakken poking their heads out from beneath the waves. Much to everyone's shock, they immediately began calling back to the larger one, and it didn't take long for them to understand the situation. "Aw! That must be their kids!" Ruby said, clasping her hands together worriedly. "Those no-good pirates must've captured the bigger one and now it can't get back to its family!"

"That's terrible!" Helen shouted, appalled at the pirates' actions. "How long do you think it's been like this?"

Raven too was sickened by what the scallywags had pulled off. "I don't know, but we must free this creature. Ben, do you have any aliens that could… Ben?" It was then that she noticed that the Omnitrix bearer was once again staring at the Krakken, only this time, he was left slack-jawed and wide-eyed. Max was in a similar state as well, leading Raven to ask; "What's going on? Are you two okay?"

Silently, Ben approached the Krakken and slowly reached a hand out. While everyone was caught off guard by the act, they were also stunned when the creature allowed Ben to touch its neck. "…It's you, isn't it?" Ben asked with a smile. "You're the same one!"

"Hah, I don't believe it." Max breathed out, watching as the two Krakken pups swam past their boat to get closer to their parent. "It's the exact same Krakken we helped out all those years ago." Noticing the questioning stares from the others, the old Plumber raised a hand to them and explained; "Long story short, Ben saved this Krakken's eggs from a bunch of poachers."

Yang's eyebrows shot up in surprise and she snapped her fingers. "Oh yeah! I remember you guys telling us about that story!" She craned her head up to the Krakken, which was now using her tendrils to try and reach out toward her young. "But… how'd she end up down here?"

"I had heard she and her babies had gotten relocated a few years back." Max went on. "But I didn't think they were moved down here."

Just then, one of the Krakken pups got a little too close… and the collar's light flashed bright red, letting lose a powerful shock that sent the creature reeling away in pain. The pups whined and swam back, making everyone on the boat gasp in horror. Ruby pumped her fists determinately. "Well now we GOTTA free her! Those pirates are causing her nothing but pain!"

"And we will." Ben promised, giving a nod up to the Krakken mother. "No question about it. Yang, think you could lend me a hand, please?" The Blonde Brawler wasted no time in getting to her boyfriend's side, while he peered down to the Omnitrix, which was now fully charged. Within moments, Ben made his selection and transformed into… "Feedback!" Picking Yang up, the Conductioid leapt right off the boat and over to the bank where the metal door was. The couple moved over to the large chain, where Feedback explained his plan. "Alright, so I'm gonna deactivate the collar, and then after, you're gonna break through it. Sound good?"

Yang gave a thumbs up. "Got it. Nice and simple. Let's free this poor mother." Without needing to be told twice, Feedback and her started crawling their way across the chain, stopping just short of the collar so that they wouldn't get too close.

Reaching his plugs out, Feedback latched onto the collar and immediately began absorbing all of the energy inside of it, effectively rendering it useless. "Alright, phase one complete."

"Now for the next step! Gyah!" Launching herself off of her boyfriend's shoulders, Yang leapt through the air and reared back a fist as she came down, spotting the latch on the collar and slamming her fist directly onto it. With a single Fire Dust-fueled punch, the collar and chain came off, with the couple acting quickly and grabbing on to the Krakken's neck so they wouldn't fall into the drink.

The Krakken was quick to swim forward, feeling the pain subside as her new found freedom settled in to her mind. With a few soft growls, she turned her head and was immediately greeted by her offspring, who began crying out happily at the sight of their mother without the chain binding her down. After greeting them with a proper nuzzle to their faces, the Krakken mother craned her neck around and saw her liberators hitching a ride on her back, giving them a low crying noise in gratitude.

"Aw, don't mention it." Feedback said before transforming back into Ben. "Just doing what we do best and—woah!" Before either one of them could react, the Krakken swam around and went back to the short, bellowing out a MASSIVE roar and careening her head straight toward the large metal door. Sinking her teeth into it, the creature yanked back as hard as it could and pulled the door straight off, sending it flying into the water and causing the boat to drive ashore next to her.

"…Well, that was certainly one way of doing it." Raven noted, smiling up to the magnificent beast. "But thank you, nonetheless."

Everyone disembarked the vessel, meeting Ben and Yang on terra firma, which Neptune was all too happy about. "Oh! Oh, dry land, I missed you." he muttered as he essentially hugged the ground.

"You gotta admit, though, Neptune…" Tai jerked a thumb over his shoulder to the sea creatures. "Some "nightmarish" sea creatures can turn out to be pretty cool, right?"

"Er—uh, yeah, sure, I guess so." Neptune waved to the Krakken family half-heartedly. "Thanks for not eating us, by the way!" Standing up and brushing off his clothes, the blue-haired boy started toward the tunnel post-haste. "Now, let's go find Patelliday and get outta dodge, shall we? I think we've ALL had enough of the water today, and that's not just me."

While everybody murmured an agreement on that, Helen was quick to stop Neptune in his tracks. "Wait, Neptune!" Standing in front of him with her arms out, the Kineceleran girl wore a somber yet… apologetic expression. "Before we go any further, there's something I gotta say…" Helen lowered her head, much to Neptune's surprise. "I'm sorry. For all of this. Even if I knew all of THIS would happen, I still shouldn't have forced you on the boat. I tricked you into doing something you didn't want before even asking you how you wanted to try getting over your fear, and that was REALLY not nice of me. So again, I'm so sorry for doing all that." She glanced away from him anxiously. "I… also wouldn't blame you if you were upset at me or anything. So if there's anything you have to say to me, let me have it."

"I… Helen, I'm very grateful for your apology and I accept it, but I'm not upset at you about it at all!" Neptune denied, walking up and placing a hand on Helen's shoulder. "You did what you did to try and help me. And while your methods were… a bit unorthodox, I still appreciate that you're trying to help me overcome my fear." He put on a soft smile and winked down to her. "But next time… why don't we just try spending the day at a river or something?"

Despite herself, a small blush worked its way to Helen's cheeks, a sheepish smile of her own coming to her lips. What's more, she could see Yang and Ruby giving her a whole set of thumbs up, beaming at her in approval. "U-Uh… heh, yeah, th-that sounds a lot safer than what's going on here." But then, she returned to a more serious look as she asked; "By the way… while we're on the topic—i-if you're okay with telling me, that is… why are you scared of water?"

The question made Neptune's eyes widen before Ruby piped up behind him. "Say, yeah… I don't think we've ever really ASKED why you're afraid of water, Neptune."

Yang put a hand to her hip and tilted her head. "Yeah, what's the story behind that, anyway?"

"Um, well…" With all eyes on him now, Neptune found himself backed into a corner, everyone now intently curious as to the backstory behind his fear.

"We're not going to force it out of you, dude." Ben raised a reassuring hand. "Like Helen said, you don't gotta tell if you don't—"

"No." Neptune dismissed, taking a deep breath as he steadied himself. "N-No, it's okay. My fear's caused a lot of grief for you all today, so I think it's only fair to explain it." He set his gaze upon Helen once again, which she responded with reaching out and gently grasping Neptune's hand in reassurance. "…It all started back when I was a kid. You see, my family is kinda like Weiss' in that our Semblance is inherent. But instead of sharing the same Semblance, we all have different ones that share a theme; they're all water-based."

Tai grimaced at that. "Oh, I can kinda already tell where this is going…"

Rubbing his neck, Neptune continued; "See, this happened around the time where I had just unlocked my semblance… Water Attraction. Basically, I can manipulate any water so long as it touches my skin." Pursing his lips, Neptune gave Helen's hand a gentle squeeze. "But back then… I didn't really have much control over it. So when my big brother, Jupiter, and I were playing at the beach one time, he threw me right into the water… and from there, my Semblance just instinctively took over."

Helen's lips parted, astonished as she too began to connect the dots. "Did… did you almost—"

"Drown? Kinda, yeah. But not in the way that you'd expect." Neptune made a circular motion with his hands. "See, I ended up creating a large water bubble around my whole body, which lifted me up and out of the ocean. I didn't know what to do from there so I just pushed it away in a random direction… which is how my brother wound up in the bubble instead."

A short gasp sounded off throughout the group, with Max wearing a sorrowful face at that. "Oh… son, I'm sorry to hear that."

"O-Oh, no, my brother's fine." Neptune clarified. "In fact, the only reason he DID live was because his Semblance is Water Evaporation." All the same, his brows furrowed and he tightened his fists at his sides. "But back then… when you're a little kid who thinks you almost killed your brother… it messes you up, you know? From then on, I was afraid of getting anywhere NEAR a huge body of water ever again. Hell, I almost stopped showering entirely after that." Placing a hand over his chest, Neptune added; "Thankfully, my parents helped me get through THAT pretty quickly, but still, I never once went back to any beaches after that. So… yeah, that's pretty much it."

There was a short pause before Helen did something that Neptune did NOT see coming. …She gave him a hug. The two stood in silence for a few seconds, though it felt like an eternity for the blue-haired boy as he settled his hands on her shoulders once again. Finally, though, Helen spoke up. "…You don't know how much I relate to that story, Neptune."

The reality of that statement wasn't lost on Neptune, having heard all about her own sibling several times. Seeing Max and Ben take on more somber dispositions as well, Neptune began gently caressing Helen's shoulder. "…Pierce. Right?"

"Mmhm." Helen nodded, holding back tears as she replied hoarsely; "The first time I thought I lost my brother, I thought he had been killed by the device we were using to send aliens into the Null Void." Neptune felt her take a deep breath against him, hearing a sad sigh. "And then… we found him in the Null Void, alive and well. …I thought I couldn't possibly lose him again. B-But… but then—"

"Shh-shh, it's okay." By this point, Neptune had pulled her into a proper hug, allowing the Kineceleran girl to start letting out her emotions in quiet sobs. He nodded toward the others, ushering them to head into the tunnel so that they could have a moment. Ben returned the nod and led the team in, leaving Neptune and Helen alone. "…It's not your fault."

"B-But it IS! I should've BEEN there for him! I should've—"

Bringing a hand up, Neptune cupped Helen's cheek before she could go on a tirade against herself. "Helen, the past isn't something we can change. But if there's anything you've shown me by being committed to helping me overcome my fear, it's that the future is something we CAN decide for ourselves." He sent a sympathetic smile her way. "Tell me, what would your brother say to you at a moment like this?"

Sniffling, Helen answered with a short, hollow laugh. "Hmph… h-he'd probably tell me to not be such a baby and focus on what's in front of me right now instead of worrying about him."

"Hm, okay." Neptune agreed. "So I guess that'd mean focusing back on the mission." He raised a fist to her, smiling in solidarity. "Let's send these bilge rats back down to Davey Jones' locker or whatever the heck pirates say."

"Pfft—Hahaha!" Helen couldn't hold back her laughter at his quip, but at the same time, she placed a firm hand on his chest. "Hehe, that sounds like a good plan… but I can't ignore what else is in front of me, can I?" She put on her best smile and bumped his fist with her own. "When we get out of here, I'm going to help you conquer your fear in a much healthier way. I promise."

"It's a deal." Neptune nudged his head down the tunnel. "Now come on, the guys are already ahead of us." With that, the duo started down the tunnel, with Helen making sure to not sprint ahead so she could stay by Neptune's side.

…..

Back on the surface at the festival, things weren't going too well for the rest of the team. They were now completely surrounded, the Street Sharks all cackling with glee as they flashed their pointed, multi-rowed teeth at all of them. "Ahahaha! Well, well, WELL! Look at what we've got 'ere, ladies!" Thrasher grinned menacingly. "A buncha sweet lil' morsels ready to be CHOMPED down on!" She hefted her axe up over her shoulder, ready to bring it down on someone. "Only question is… who gets first BITE?!"

"Ooh! OOH! Me, me, me!" Crunch exclaimed, waving her spear in anticipation. "I wanna sink my teeth into the blonde one!"

Both Sun and Jaune immediately went wide-eyed in fear, seeing her lick her lips. "Uh… wanna try being more specific?" the knight asked.

"Ah, heh, right…" Crunch puckered her lips… straight toward Sun, leaving the monkey boy feeling the blood drain from his face. "You there… mmm, I'm likin' that chest of yours, boy. Makes me just wanna—RACH!" The Goblin Shark mutant suddenly shot her jaws out toward Sun, making him yelp in surprise and causing the sharks to all laugh again.

Blake wasn't having any of it, however. "Over my dead body, bitch!"

Lunge popped some muscles in her neck and raised her war hammers, clanging them together. "That can be arranged, Kitty Cat! Just say the word and we'll—AUGH! Hey!" Just then, a set of energy arrows flew out and struck the ground near Lunge's feet, causing her to double back and glare at Pyrrha.

"That will be quite enough." The Invincible Girl demanded, keeping her head held high. "If you wish to fight, then put your money where your disgusting mouths are."

"HEY!" Striped grit her teeth in anger, brushing her Dust Claws together and making sparks fly off of them, igniting them in flames. "We keep our hygiene nice and consistent, thank you! It's on! But first…" She craned her head toward the Buglizard, giving it a nod. "You know what to do. Keep Robo-Boy busy while WE handle the weaklings here!"

The Buglizard growled in acknowledgement before opening its gills, letting loose a huge cloud of green gas that wafted through the entire area. "AH! No, Rex!" Weiss shouted, attempting to follow the beast through the gas… only to get knocked back hard toward her friends. "GAH!"

"Ah-ah-ah! Nobody leaves until WE'VE had our fun!" Lunge insisted, her and the others closing in on their prey.

"Hehe, you said it, sistah!" Thrasher asserted, lifting her axe as the team all took defensive positions. Winter in particular began activating a summoning glyph in preparation, but the Great White mutant wasn't worried. "Time to get this buffet started—" *PEW* "GAH!" However, much to everyone's surprise, an orange laser shot flew in from out of nowhere, striking Thrasher in the nose and making her stagger backward. "H-Huh?! Where'd that come from?!"

Within seconds, she got her answer as Rook, Ilia and Penny all swooped in from above, the trio landing beside their friends in defensive positions. "Apologies, but I believe your feeding frenzy must be put on hold." Rook said before glancing back to his peers. "How was that?"

Nora gave him a so-so gesture. "Eh, not bad, but the lack of a pun kinda loses points. Still, glad you guys got here so quick!"

"Yeah, the backup's appreciated." Ren concurred before noticing the distinct absence of a certain someone. "But wait, where's Swift? Wasn't she with you?"

Ilia peered to the green ninja over her shoulder. "We had her get to a safe place before coming here. Didn't want to risk her getting hurt with her not being able to use her powers and all, you know?" Whipping out her Lightning Lash, Ilia stood firm in the face of the Street Sharks as she cracked her weapon, sending small bolts of electricity out at them and making the four back off. "But let's focus up. We've gotta take them down as quick as possible if we're going to save the fair." She nudged her chin toward the blonde knight. "Jaune, wanna take on Thrash with me?"

"Oh, sure!" Jaune had to admit, he wasn't expecting Ilia to readily team up with him, but he was down for it. Taking up his sword and inserted a single Lightning Dust vial into it, the weapon saying; "Lightning Dust, Loaded" before he took to her side. "Let's give this shark girl a SHOCKING experience, shall we?"

Nora tapped Rook on the shoulder and pointed over to her leader. "See, now THAT'S how ya do a proper quip…" But then she gave the two a pout. "Even though electricity is mainly MY THING!"

"Don't worry, Nora." Sun assured as he, Blake and Ren joined her, the four of them confronting Crunch and Lunge. "If it makes ya feel any better, we'll be able to take down THESE two, no problem!"

"…Ah, alright." Nora resigned, taking up her hammer with an eager grin. "But only because you promised me a good time!"

From there, Weiss and Pyrrha partnered up once again, the former heiress shooting the Invincible Girl a knowing smile. "We must stop meeting like this, Pyrrha."

"Hmhm, what can I say?" the redhead extended a fist, bumping it against Weiss'. "Your semblance and my newly upgraded weapon work wonders with one another." A certain memory resurfaced in Pyrrha's mind when she said that. "Hah, it reminds me of when you were so eager to want to be my partner when we first started at Beacon, remember?"

Weiss nodded, taking up Myrtenaster and pointing it at their opponent; Stripes. "Yes, I do. And while I wouldn't change anything that happened, I will admit, it's a thrill to be able to fight alongside you."

The Tiger Shark mutant rolled her eyes and scrapped her claws together. "Would you gals stop with the mushy sentimental bullcrap and just FIGHT ME already?!"

Both girls gave her a pointed look at her rude interruption. "Ma'am, in a moment." Pyrrha emphasized. "There's a few more things we must take care of."

"Grr! Don't keep me WAITING!" And just like that, all four Street Sharks went on the attack, with Stripes pouncing forward with her Dust Claws at the ready. Pyrrha and Weiss both leapt out of the way just in time, but the action heated Stripe's claws up very quickly, allowing her to swing them out and send a wave of fire at each of them.

"Woah!" Weiss managed to shield herself with one of her glyphs, buying her enough time to call out to Rook, Penny and her sister. "Penny! Rex needs help! Khyber's dog went after him and he's chasing a runaway bell! He may need backup!"

With a dutiful salute, Penny activated her Airheart jetpack without a moment to spare. "Of course, Weiss! I will assist him the best I can!" Shooting up into the sky, Penny rocketed off toward the other end of the fair, where her enhanced hearing could pick up on the sound of chaos happening.

Stripes was about to close in on Weiss, but Pyrrha leapt in and slammed her foot on top of the shark girl's head, sending her crashing into the dirt. "And Winter, Rook, you two find Khyber himself. He MUST be here and if his dog can't hear him whistle, that'll help us out a LOT."

"Understood." Winter obliged, her eyes going up to the Revonnahgander. "Come on, Rook. Let's hunt down the huntsman."

"Hm, I believe I am beginning to understand how this "wordplay" works." Rook affirmed as he followed the Atlesian specialist.

Now standing back-to-back, the eight Omni-Hunters were left to fend off the Street Sharks, and they were ready. "Alright, guys, we're on our own here." Ilia piped up, taking lead of the situation. "Let's do this right! Hero Time!" Echoing her words, the eight of them charged for their opponents, who were all too eager to clash right back.

…..

On the other end of the fairgrounds, meanwhile, Rex was NOT having a good go at it. The EVO had been in pursuit of this damned walnut bell as it just rolled along, crushing anything in its path. Thankfully, no innocent civilians had been hurt… yet… but even then, that might've been about to change. Rex saw one young teenager trip and fall right in the bell's path, prompting him to hasten things up. Activating his Punk Busters, he leapt right in the path of the massive Bell and used his foot to stop it, peering down at the teen at the same time.

"Dude, you might wanna get outta here. Things are gonna get pretty ugly—AGH!" But then, from out of nowhere, the Buglizard came running in from the EVO's blind spot, transforming into its Crabdozer form and slamming him right into an opposing fair stall. The Crabdozer then walked forward, knocking one of its legs against the bell and making it roll in the opposite direction. The kid screamed and ran off, which was about the only GOOD thing to come out of this situation. "Aw, man! Come ON!"

Shifting gears, Rex exchanged his Punk Busters for his Slam Cannon, hoisting it up over his shoulder and loading its maw with rock and dirt. Taking aim, he shot the projectile straight at the incoming Crabdozer… but it charged straight through it. Gritting his teeth, Rex gave a frustrated; "GYAH!" and brought out his Blast Caster instead, wrapping the massive whip around its horn and immediately discharged a huge burst of energy into it.

"Haha, yeah! Now we're talkin—oh NO." Before he could even begin to celebrate, the Crabdozer suddenly changed again, taking the form of the Mucilator and absorbing the energy into one of its massive mucus sacks. Lurching forward, the fat creature sucked Rex right into the pus sack on its stomach, much to his dismay. "OH! UGH! Gross, man!"

He attempted to bring out another one of his builds… but something convenient happened before he could. "Incoming!"

"Huh—WOAH!" The EVO was suddenly yanked straight out of the creature's belly and carried up into the air, courtesy of one redheaded android. "Hah! Penny! Nice timing!"

"Thank you very much, Rex!" Penny beamed back brightly. "So, shall we take care of this situation?"

"Absolutely!" Letting go of him, Penny allowed Rex to bring out his Boogie Pack, jerking his thumb toward the runaway bell. "I'm gonna go stop THAT thing again. Think you can tag in with big, dumb and slimy for me?"

Penny saluted without hesitancy. "Indeed! Leave it to me!" With that, Rex flew off to intercept the bell, with Penny zeroing in on the Mucilator below… as it transformed into Crabdozer once again. 'It… changed?' she thought curiously. 'But… all of my frequency indicators haven't picked up any whistles…'

…..

Despite what Penny thought, though, not too far away, Khyber the Huntsman was watching everything unfold intently, grinning maliciously to himself. Everything was all going according to plan, and soon, they would have what they came for. 'Nothing will prevent us from succeeding in our mission… not even you, you blue-furred nuisance.' Spinning around just in time, Khyber avoided the incoming grappling hook from Rook's Proto-Tool, grabbing its tether and yanking it to pull the Revonnahgander in for a powerful punch to the gut.

With Rook careening into a stall, Khyber chuckled and pulled his hunting knife off of his belt. "Hmhm, haven't you learned yet that there is no sneaking up on Khyber the Huntsma—AUGH!"

*CRASH* As it turned out, though, a certain someone else had snuck around and used Rook's distraction to her advantage. A summoned Beowolf stood at Winter's side as she entered the confrontation, pointing her sword toward Khyber as Rook stood up, shifting his Proto-Tool into its energy blade mode. "…I'd say that there's a first time for everything, Khyber." she countered before she ordered the Beowolf to engage their enemy.

Khyber stood and let out a grunt, grabbing the Beowolf by its throat and then stabbing it in the mouth, making it disintegrate instantly. "This is none of your concern!"

Rook narrowed his eyes as he and Winter took combat stances. "When the lives of innocent people are put at risk, we make it our concern." The Huntsman scoffed and let out a battle cry, prompting Winter and Rook to go rush in to clash against him.

…..

Back with Penny, she was leading the Crabdozer away from where most of the civilians were evacuating, only to slide to a halt and activate her Mechano Crusher arms. "As Ben would say; let's shake things up a little!" Bringing both arms forward, Penny produced a powerful double punch straight into the Crabdozer's horn, making it roar in pain and go sliding back several feet, falling right on its side. However, as if in response to that, the Crabdozer transformed once more, this time into… "Slamworm?!"

The beaked worm alien let out a loud shriek as it leapt up over Penny's head and dove into the dirt behind her, leaving her reeling in confusion. Why wasn't she picking up any high-pitched whistles?! She reached up and activated her communicator, signaling out to Rook. "Rook, this is Penny. You must find out how Khyber is making his pet change! I have not heard any whistles and yet it is transforming at speeds I hadn't thought possible."

"Gah! We have not seen Khyber whistle either, Penny!" Rook replied, clearly in the middle of a fight with the huntsman. "And we have been too busy fighting him for him to be doing much else."

"This doesn't make sense…" Penny muttered, keeping her eyes focused on the ground below. "The creature is changing at an alarming speed and yet—AH!" Penny leapt up as the Slamworm's maw shot out of the dirt, snapping down and nearly devouring her in one bite. But she stopped it from closing on her with her hands and feet, keeping the mouth open as the beast swung and flailed her around. "AH! Cease! Desist! This android is NOT a snack!"

Bringing out her Block Buster boots, Penny swung a single leg out and kicked the Slamworm in the cheek, making it let go of her and fling her to the ground. Just as it was about to go in for another attack, though… the two combatants heard something from the distance; "FOOORRE!" The Slamworm snapped its head around toward the voice… only to get smacked right in the head by the wooden bell, sending it flying straight over the stands and back toward the fight between the Omni-Hunters and the Street Sharks.

"Haha! That's what you get!" Rex laughed as he caught the bell on the rebound, setting it gently on the ground to make sure it wouldn't roll off again. He gave Penny a thumbs up with his Smack Hands. "So, even?"

"Hm, even!" Penny approved. "Now, let's finish the job!"

…..

Back with the others, the fight had actually been fairly even for the most part. While the Street Sharks and their weapons were large and a force to be reckoned with, the Omni-Hunters took advantage of their smaller size quite effectively… by making themselves as annoying as possible. "Over here!" Nora teased, popping her head out of a Wack-A-Mole game she had found. Lunge growled and tried to hit the redhead with one of her hammers, only for her to retreat into the game and then pop her head out another hole. "Nope! Try again! And again! Again! You got NOTHIN'!"

"GGGRRRAAAHHH!" Lunge gave up on trying to play fair, instead ripping into the game with her jaws and tearing out the whole thing, tossing it over her head and straight toward the others. Blake, Sun and Ren all had to get out of the way as the machine broke open, leaving Nora with her head spinning.

"Ooooohh… okay, maybe not my BEST idea." Nora admitted. As she collected herself, though, she quickly noticed all of the Street Sharks starting to gather up again, leaving her confused as her team did the same. "Okay, what's going on NOW?!"

"I'll tell ya what!" Thrasher exclaimed, stomping her foot. "We're sick an' tired of you playin' games with us! Time to get serious… so I think now's a good time to pull out our secret weapon!" The four craned their heads up just in time to see the Slamworm come crashing down just a few feet away, leaving the Omni-Hunters surprised. "Ah, an' would ya look at that! Just in time, too!" Putting her fingers inside her mouth, Thrasher whistled to the animal and said; "Oy, Fido! Time to play…"

The Slamworm opened its eyes and bellowed, giving a low growl before transforming into… one of the ugliest predators that any of the teens had ever seen. It was an insect-like alien beast with four massive, translucent wings and a smaller upper body, with a larger abdomen to contradict that. Its six legs were rather small and its head was grotesque, with large, red eyes, a set of mandibles that had a tongue lolling out from its mouth, and furry, curled antenna. It flew up and stopped right between the opposing forces, facing the Omni-Hunters full on as its wings increased in speed.

"Oh, GROSS!" Weiss grimaced, a sickening feeling churning in her stomach. "What in the world IS that?!"

Before anyone could guess, the insectoid creature began producing a fine, red powder from its back, and combined with its rapid wing flaps… something began to happen. The combined effects created a set of five spiral rings, which began captivating the teenagers almost instantly. "I-I don't know, but… but… oh…" Jaune trailed off as he and the rest of his team's eyes glazed over, replaced with the same spiraling, hypnotic affect that was in front of them. They all stood motionless as they stared blankly into the void, with the Street Sharks chortling victoriously.

"Hehe, yeah, that's it." Thrasher encouraged. "Have yourselves a nice lil' dream…"

…..

Meanwhile, in town, Natalie Tennyson was just exiting her home, strolling to her husband's car so that she could go shopping. Of course, she had loaned out her own mini-van to her son to take everyone to the Bellwood Festival, but thankfully, the list of groceries she had to buy wasn't TOO extensive, so she wouldn't need any extra space. Just as she was about to reach for the car's handle, however, a bright pink light suddenly flashed out the corner of her eye, causing her to wince and spin around toward her front lawn. Once the light faded, it was revealed to be her daughter and Kevin, as she expected. But what she didn't expect was to see Vernal and another girl with them, one with long, silver hair and dressed in pink, purple and black.

"Ah, there you are, sweetheart." Natalie greeted with a smile as she approached the group. "I was wondering when you'd get back." Her eyes shifted over to the other two behind her. "Kevin, Vernal, good afternoon."

Kevin sent her a salute. "Mrs. T. Always a pleasure."

Vernal bowed her head. "Afternoon, Natalie. I'm guessing everybody's already at the festival?"

"Yep, they all left around ten o'clock." the woman informed. "Though the fact that all of you left bright and early still left me quite surprised. Where did you go, anyway?"

Pulling a piece of paper out of her pocket, Gwen answered; "Oh, we just had to run a few errands for Cooper's experiment, mom. No big deal. And thankfully, we got almost everything on the list… aside from a few outliers."

Natalie nodded in understanding. "Hm, I see." Her eyes then shifted over to the silver-haired girl, who flinched a little under her gaze. "And who's your other friend here, Gwen? I don't think I've ever seen her before."

"Oh, right, I haven't introduced you, have I?" Gwen went over to her friend, who was visibly anxious as she was presented to the Tennyson matriarch. "Mom, this is my friend, Hope. She's a fellow magic user. And Hope, this is my mother, Natalie."

"U-Um… hello." Charmcaster put on her best smile, extending her hand. "It's nice to meet you, Mrs. Tennyson."

Natalie accepted the handshake with a much more confident smile. "Likewise. Dear, you seem so unsettled. Is there something wrong?"

Hope bit her lower lip hesitantly and glanced over to Gwen. "…Should I tell her?"

"Well, if you're comfortable with it, then yes." Gwen replied with a reassuring grin. "But of course, if you aren't, then that's fine, too. You don't have to come out and tell everybody about everything yet if you don't want to. Either way, you've got nothing to worry about here."

Taking a hard swallow, Hope nodded back to her. "Okay… but to be quite honest, I think it'd just be better to rip the bandage off now." Gwen returned the nod in understanding, prompting the formerly evil mage to go back to Natalie. "Mrs. Tennyson, you see the truth is—"

"You're the one who Gwen keeps going on and on about, right?" Natalie interrupted with a knowing smile. "You call yourself Charmcaster, right?"

And just like that, Hope was left utterly speechless. Gwen went up and nudged her in the elbow. "See? Told you there was nothing to worry about."

"B-B-But, I… when?! HOW?!" Hope cried out.

Sending the sorceress a wink, Natalie explained; "Hope, my dear, it's just as I said. Gwen's been talking about you non-stop for a while now." Her eyes drifted to her daughter, who wore a sheepish grin and glanced away. "For the longest time, she's been trying to figure out the best way to make amends with you. She wanted to be your friend so badly, I was wondering if she'd even focus on her college studies for a while." Her gaze then went back to Hope, who was still just as stunned as before. "And seeing you here now, I'm very happy to see that she achieved that goal."

There was a moment's pause as Charmcaster took that all in, placing a hand over her chest as something within her began to well up. "So… s-so you're not—"

"Mad that you tried to kill her about a dozen times in the past?" Natalie finished with a smirk, only to nudge her head over to Kevin. "Young lady, if I can forgive him for everything he's done in the past after seeing how happy he makes my daughter, then I can certainly do the same for you. Isn't that right, Kevin?"

"Believe what she says, Charmcaster." Kevin affirmed, wearing a nervous expression as he leered slightly at Natalie. "I mean, heck, you're already getting a warmer welcome than I ever did." Natalie leered a bit back at him, all while keeping a smile on her face.

"Uh… I'll keep that in mind." Hope began twiddling her fingers, recognizing the tension that was in the air. "S-So, um, Mrs. Tennyson, what were you off to do this morning?"

Reluctantly, Natalie stopped leering at Kevin, now reminded of what she was about to go do. "Oh, right, I've got to get to the store." she hurriedly started toward Frank's car, taking out a newspaper flier from her purse. "There's a big sale going on and I just thought I'd get some essentials while everyone's out. If you're looking for the others, they're at the festival!"

Gwen waved to her mother as she climbed into the car, starting it up. "We'll keep that in mind, mom! See you later!" With a honk of the horn, Natalie backed out of the driveway and drove right down the street, leaving the four of them to head into the house proper. "Hah, alright, let's take stock of what we managed to find, shall we?" Going straight into the living room, each of them took a seat as Gwen set Cooper's list down on the coffee table. Documented on the paper were about twenty items, and most of them were crossed off;

Rabbit's Foot/Tank Tread

Gorilla Hair/Diamond

Hawk Feather/Gattling Gun

Ninja Mask/Comic Book

Pirate Pegleg/Train Wheel

Panda Claw/Rocket Nosecone

Lock of Lion's Mane/Vacuum Nozzle

Hedgehog Quill/Fire Hose

Octopus Tentacle/Lightbulb

Dragon Scale/Padlock

Pheonix Feather/Robot Arm

Wolf Fur/Smartphone

Shark Fang/Bike Wheel

Grizzly Claw/TV Antenna

Tiger Whisker/UFO Part

Whale Skin/Jet Wing

Giraffe Toenail/Fan Blade

Rose Petal/Copter Propeller

Elephant Hair/Barbell

Kangaroo Claw/Boxing Glove

Overall… it was a very weird and seemingly random list. A lot of these items had been quite difficult to acquire, but most of them were within reason. Cooper himself had even said he got a few of these items on his own, including the Gattling Gun parts since Coco had to have some maintenance done on Gianduja. For them, though, there were still two items that continued to illude them. "So, now that we nearly have all of the necessary items from this list, I have to ask… why are these the items that we need?" Charmcaster questioned.

"Apparently they're all representative of the different forms that Build can be able to take on… or at least a third of them." Gwen explained. "Cooper told me that there are at least SIXTY different FullBottles, but he didn't want to dump them all on us at once."

Vernal scratched her head in bafflement. "I'm still a bit confused by all this, not gonna lie. Why the Phoenix feather? How the hell does he expect us to just find one of THOSE lying around?"

"And why in the WORLD does Cooper need a scale from an Eastern Dragon specifically again?" Kevin asked. "Can't we just ask Ben to transform into HIS dragon form? Probably wouldn't be able to find an easier way to get Dragon DNA than that."

Gwen sighed and folded her arms with a huff. "I honestly couldn't tell you in regards to the Pheonix feather, Vernal. Those things are rare as heck to find, even if you knew where to look." Her focus went to her boyfriend to answer his question next. "And as for why was so specific with the scale, Kevin, apparently it has something to do with needing the raw, mystical power of an Asian Dragon." The redhead gave a shrug. "And unfortunately, Ben's Dragon form is entirely alien in nature, not connected to any form of arcane magic whatsoever."

Hope pointed and nodded at her fellow mage's point. "Right, Earthen Dragons and Alien Dragons may seem similar, but the powers they wield are incredibly different." Her hand went to her chin, pondering all of this information. "Still, it's quite astounding… you're friend, Cooper, seems to want to truly use magic and technology together to create something incredibly powerful. …But there's still one thing I don't quite get." Tapping her finger to the list, Hope inquired further; "Why exactly are certain objects paired up on this list? Why is that important?"

"Oh, that's related to the "Best Match" system." Kevin answered. "Apparently the ones that are paired up are meant to go together. Here, I'll show ya…" Reaching into his back pocket, Kevin produced a holoviewer and set it on the table, activating it to bring up a holographic image of the Build suit. "'Kay, so this is Kamen Rider Build's base form; RabbitTank. From my research, "Best Matches" are when a biotic and abiotic bottle sync up with on another, giving Build a power boost and giving him enhanced abilities." He pointed down to the tiny Build hologram. "So in this case, RabbitTank takes the speed of a rabbit and the power of a tank, which creates a perfect balance."

"Ah, okay…" Hope had to admit, the logic was… a bit strange, but oddly enough, it made some sort of sense. "So what about something like… gorilla and diamond?"

"Again, a power combo." Kevin reiterated. "Only instead of speed, it's mixing the strength of a gorilla with the durability of a diamond." The Osmosian raised a finger. "However; not ALL Best Matches are necessarily based on complimentary powersets. Sometimes it's just based on stuff that's popular in Japan."

Vernal leaned closer to the list and pointed at two in particular. "Yeah, I was about to say, combos like Ninja-Comic and Pirate-Train don't really make a lot of sense."

Gwen nodded affirmingly. "Yep, because all four of those things are incredibly popular with Japanese children… which is who the show is marketed toward." With a somewhat sour expression, the Anodite shook her head. "I don't know, guys, I'm still a bit iffy on if this is a good idea or not. I commend Cooper for wanting to help strengthen our arsenal, especially with threats like Vilgax and Loki still out there, but… it's still using an idea from a show aimed towards little kids."

"Ah, c'mon, Gwen." Kevin implored. "Try to have an open mind. Besides, you like My Little Pony and that's meant for kids."

"I… well, okay, fair point, but at least I'm not trying to make REAL magical horses."

Kevin gave his girlfriend a knowing smile. "But—hypothetically speaking—if the cast of Friendship is Magic were real… would you accept their help if they offered to aid us?"

This made both Vernal and Charmcaster smirk toward the redhead, whose cheeks were now blushing profusely. "E-Er, I-I'm, uh… I'm not sure I—" *beep-beep-beep* Gwen was thanking every lucky star she had that her Plumber's badge decided to go off at that time. 'Phew, saved by the emergency call. …Wait.' Hastily, she took her badge out of her pocket and answered the call. "H-Hello?"

"GWEN! We need your help here, NOW!"

The group of four were immediately on high alert, hearing the desperateness in Kenny's voice. "Ken! What's going on? Where are you?"

"Still at the festival! Th-The Street Sharks and the Buglizard you guys've been fighting are here and they're on a rampage!"

That made Kevin, Gwen and Vernal do a doubletake… and left Charmcaster quite confused. "W-Wait, the Street Sharks? Aren't those…"

"A bunch of cartoon characters?" Kevin replied. "Yeah, they are, but Animo made his own female ones that are evil. As he does, naturally."

"Ah, I see. Well, if that's the case, then we'd better—"

But Gwen held up a hand to the sorceress. "Hold on there, Hope, let's not rush into this. I'd rather you avoiding conflict as much as possible while here, just so that the Ministry don't try anything against you."

That made Charmcaster furrow her brow in confusion. "W-What do you mean?"

"…Let's just say that it wouldn't be the FIRST time they took a powerful ally of ours and turned them against us." Gwen explained, making Charmcaster's eyes widen. "Believe me, Salem would LOVE to get her hands on your potent powers. Right now, you should probably lay low until we absolutely need you."

"Hm… fair point. So do I just stay here?"

Gwen nodded to her. "Yes, exactly. Vernal, do you think you can stay here and guard her?"

The former bandit gave the redhead a salute. "You can count on me, Gwen." Vernal then gave a nudge to Charmcaster's shoulder. "Us former baddies-turned-good-gals gotta stick together, right?"

Hope wore a shaky smile at that. She hadn't known Vernal for more than a few hours at most, and from what she had experienced, she was a rather… abrasive girl. Yet she was also very kind, so that was a good thing. "S-Sure, of course. I'd be happy to have you as my body guard."

"That's good to hear." Gwen grinned before speaking to her brother once again. "Okay, Kenny, we'll be there as soon as we can, do you understand?"

"I hear you loud and clear, Gwen." Kenny confirmed. "And please hurry. I've been trying to get a hold of Ben, but he hasn't answered his cell. I'm starting to get worried…"

That took both Gwen and Kevin by surprise. "W-Wait, he hasn't? B-But they were supposed to be back from their fishing trip over an hour ago."

"I'm not sure what could've happened, but… w-wait, what's… oh god." The fearful tone in Kenny's voice didn't do anything to reassure Gwen of the situation, especially when she heard what came next. "Gwen! Th-The team's all been… hypnotized by some sort of… giant bug! Please get here, quick!"

A chill went through Gwen's whole being when her brother said that, a memory from years gone by having been unearthed from her mind. "They… have one of those in the Nemetrix? W-We'll be right there, Kenny! Just hold on!" Ending the call, she whipped her head toward Kevin urgently. "We need to go, NOW." The Osmosian didn't need to be told twice as Gwen readied her teleportation spell, sending the duo straight into the thick of things. 'Ben… where in the world ARE you?'

…..

In a pickle. That's where Ben currently found himself. After following the tunnel down a fairly long stretch, the group had suddenly found themselves with a NEW problem to deal with… right after Tai had smacked right into it. Of course, they had tried a few methods already to try and get past it. Neptune shot it with his rifle—didn't work. They all had to duck as Lightning Dust ricocheted all over the place. Yang had tried punching it—again, didn't work. The force just sent her flying backward, which Ben had acted quickly to catch her.

Ben himself had even suggested going Armodrillo and digging his way under it… but then his grandfather had reminded him that he could possibly break the water table and flood the entire tunnel. "These pirates are crafty, that's for sure." Ben said as he knocked against the forcefield, only to turn back to his team. "Anybody got any other ideas?"

"Can't say I do." Max shook his head. "We might have to double back and see if there's another way."

"Max, we don't have time for that." Raven countered. "Whatever those robot pirates are up to, we can't risk wasting time in going ALL the way back to that fork. We need to—"

*ANK—ANK—ANK*

Everyone jumped in surprise as a loud alarm began blaring in the tunnel… but then panic turned to shock and surprise when they saw what caused it. On the other side of the forcefield, standing at its control panel… was Magister Patelliday. He had flipped the switch and deactivated the field, wearing a snarky smirk as he placed his hands on his hips. "Heh, took ya long enough to join the party!"

"M-Magister Patelliday!" Ruby stammered. "You're okay!"

Max never doubted it for a moment. "Told you he could take care of himself." He approached his colleague, offering a handshake. "Glad you're alright, old friend."

But Patelliday raised a hand to him. "We'll have to save the pleasantries for later, Max. Right now, we've got bigger fish to fry… particularly NOT me." He nudged his head toward the others and jerked a thumb over his shoulder. "Come on, youngsters! There's some scurvy dogs that need to be taught a lesson!" Without a moment to spare, Patelliday began leading the group further down the tunnel, emerging on the other side in a MASSIVE cavern with an equally large underground lake in its center.

There, everyone's eyes set upon a large submersible spaceship, which from above, resembled a skull. "Woah, talk about committing to the theme." Helen commented.

But Neptune's eyes widened when he realized… the ship was starting to go under. "…Oy, of course. Things just keep getting better and better today, don't they?"

"You don't have to go in there if you don't want to." Helen reassured, touching a hand to his arm. "We can always go back to the boat and meet everyone up on the surface."

"…No." Neptune shook his head, taking a deep breath in the process. "I've come this far. I'm gonna see this through to the end." The blue-haired boy tilted his head toward Patelliday curiously. "So, what'd they want with you in the first place, magister?"

"Heh, if you could believe it, they wanted to have ME for lunch!" The Piscciss Volann puffed his chest out proudly. "Of course, can't blame 'em! I mean, I'm quite the specimen, after all! All the same, we're gonna need everything we've got to stop 'em!"

The group deadpanned at that before Tai followed up with his own question. "Okay, so what ELSE are they up to, then?"

"Eh… well, they… uh…" Patelliday scratched his head, trying to remember everything he had seen on that ship. "It'll come to me, once I let it ruminate." With that, he leapt down off the dock and straight onto the submersible, leaving everyone to stare after him dumbfoundedly.

Max could only smile and give a shrug. "He's a ruminator."

Despite the lack of information, the team resolved to leap onto the ship and rush inside, all of them managing to make it just before the bulkheads closed. From there, Patelliday lead them toward the main bridge, where they were met with a heavy metal door. As Max started planting an explosive charge on the door, however, they could hear a loud—and distinctly pirate-y—voice bellowing from the other side; "FULL POWER! Just a few more boats an' this set o' Earth vessels is complete and ready for sail!"

Patelliday grimaced to himself as everyone stood back from the door, allowing it to explode. "Aw, nuts."

*KA-BOOOM*

"I wasn't done ruminatin'!" the magister complained as the door was blown to smithereens, allowing them all to get a good look at who was running the ship.

As the dust settled, the team were met with a rather large, green alien with blood red eyes, his teeth clenched in a gritting scowl. His head and face was covered with black tentacles that somewhat resembled hair and a beard, especially given that they were wrapped up in bandages near their tips. He wore a deep maroon shirt and pants with a golden belt, with his left foot having a black boot while the right was a golden pegleg. Similarly, his right had was normal and wrapped up in tape with a golden arm band around his forearm, but his left arm was replaced by a golden robotic appendage that had a red laser hook for a hand. Surrounding him were at least five of the crab-like robot-pirates, standing guard over him as he narrowed his eyes at the group. "GYARR! What be the meanin' of this?! Who dares step aboard Captain Kork's vessel unannounced?!"

"Magister Patelliday wanted to figure out your plan for himself, but… wait…" It was then Ben noticed that the main bridge was actually a fairly small room under a glass dome… and outside of it was a much LARGER room with something incredibly jarring on display; full-sized Earth ships that were trapped inside of equally giant bottles, corks and all. "…Okay, honestly, this plan is dumber than even I could've imagined."

Patelliday paced around the place, scratching his chin. "Gotta admit, I was also expectin' somethin' a bit more… er, what's the word?"

"Impressive." Yang stated bluntly, folding her arms over her chest with a blank expression. "Not gonna lie, pirate dude, this is kinda lame."

Captain Kork was incredulous to their words. "Lame?! NOT impressive?! I'm stealing boats an' puttin' 'em in giant bottles!" That got a snicker out of Ruby, which Kork responded by taking a swing at her with his hook. "You like LAUGHIN', do ya, lass?!" But before his hook could connect, Raven side-stepped in between the two, shielding Ruby with Omen.

"You keep your filthy hands OFF my step-daughter, you son of a bitch!" Activating her Maiden powers, Raven scrapped Omen's blade off of the laser hook, igniting it in flames and sending an arc of fire straight into the captain's midsection, blowing him back into his own steering wheel. Without a second thought, Raven turned to Ruby and set her hands on her shoulders. "Ruby, are you alright?"

"I… y-yeah, I'm fine." Ruby wasn't exactly sure how to feel about what just happened… but at the moment, she knew she felt very safe.

"Hm, I coulda sworn that this was some kinda universal hostage situation." Patelliday said as he tapped his cheek.

"Don't be so hard on yourself, Patelliday." Max reassured his friend, glaring at the captain as he stood up, clenching his chest. "He's still dangerous."

Neptune thrust a finger out at Kork. "Yeah! Your… ship-bottling days… are over!" There was a long pause after that before Neptune lowered his head sheepishly. "Okay, give me a break, huh? It's not easy to come up with clever quips while I'm underwater!"

Kork growled and swung his arm out, ordering his robots to engage. "Take them, my Mechaneers!"

Seeing the robots following their orders and charge straight at them, Ben took that as his cue to bring up the Omnitrix again. In a flash, he transformed into… "Diamondhead!" Smashing his fists together, the Petrosapien quipped; "Alright, we're doing this the hard way! Diamond hard! Let's take 'em down, team!"

With that, the team collectively charged forward, all except for Max who held Tai back for a moment. "Tai, hold on…" Reaching into his pocket, the elderly Plumber produced a small laser pistol and handed it off to the blond man. "Never leave home without at least two. Take it."

"Hah, thanks, Max!" Tai pulled back on the stock and charged it up. "I'll put this to good use!"

As everyone else took care of the Mechaneers, Diamondhead charged straight for Captain Kork, bringing his hand down for a chop on the pirate's head. But with surprising speed, the captain dodged toward the left, which prompted Diamondhead to launch a barrage of crystal projectiles at him. But, once again, that proved futile as the alien simply swung his hook, knocking them all out of the air. "Ha-harr! A nod to tradition." he laughed.

Diamondhead simply grimaced at the evil-doer and slammed his fist into the floor, with several massive diamond structures blasting out and slamming into the pirate, knocking him to the next floor down. The hero followed quickly and shifted his arm into a blade, but Kork brought his hook up as a counter. "Those people on the boats!" the Petrosapien bellowed, struggling against the captain in their duel. "What about them?"

"Hmhm, they're gettin' a free trip across the galaxy!" Kork proclaimed, backing off and allowing Diamondhead to pass him. He went in for another hook strike, but found that the Petrosapien was faster than he imagined, grabbing the laser weapon. But even then, he wasn't deterred. "Ya see, these boats are worth a fortune to certain… galactic collectors."

Diamondhead saw the captain wink at that last word, and a loud beeping noise alerted him to a door opening not too far away. Just below the steering wheel platform, several more Mechaneers filed in, distracting the hero long enough for Kork to get a hit in on him. Now freed, the captain went for a swinging kick… but Diamonhead rolled into a crouch and caught him by the leg, tossing him into an opposing wall.

"Those boats are SEALED, genius!" the Petrosapien admonished as the Mechaneers closed in. "They're gonna run out of air!"

"So it IS a hostage situation!" Patelliday's scream prompted the robots to shift their attention toward the upper floor… where they saw many of their comrades either sliced up, shot through or just plain wrecked.

Max knocked one to the floor below as everyone else grouped up, ready for another round. "Hear that? Not much time!"

At this point, Kork was beginning to get VERY irritated. "TAKE THEM!"

His order incited all of the Mechaneers leaping up to the team at once… which is exactly what they were hoping for. Helen, with Neptune on her back, zoomed past the robots toward the main control console, taking a few off their stabilizers and allowing the others to get to work. Yang punched straight through one while Raven and Ruby worked together to slice several others to ribbons. Tai aimed for the heads of the ones his eldest daughter was punching through just to make sure they were good and scrapped.

Max and Patelliday, meanwhile, were standing back-to-back, the former wearing a wistful grin. "Ah, this takes me back. Reminds me of that weekend that we took to Cassiopeia Way. You and Xylene, me and… ah, Appida Lou."

"…Patelliday."

"Er, yeah Max?"

"Duck!" Whipping around, Max shot straight through the chest of an incoming robot, which Patelliday followed up with an attack of his own.

"LEG SWEEP!" With a mighty CLANG, the bot fell and Patelliday leapt up onto its chest, punching it straight through the head. "EEYAH!" Pulling the head off and tossing it to the side, the Piscciss Volann called out to Neptune and Helen. "What's keepin' ya, youngsters? The air in these bottles is gettin' stale!"

Neptune waved his weapon at the Magister irritably. "We're tryin' to figure it out, man! It's not gonna get done in five—"

"Got it!" Helen announced.

His eyes widened, Neptune spun around and looked up to see all of the bottled boats being launched up out of several hatches in the roof of the ship. "…Huh, okay, never mind then." He smiled over to Helen as she took some sort of remote control out of the console. "Talk about fast work! So, uh… what's that do?"

Helen pocketed the device and nodded to him. "You'll find out later. Right now, we need to—WATCH OUT!"

Tackling him to the floor, Helen got Neptune out of the way just in time as Kork and Diamondhead's duel was brought over to the consoles. The two continued to struggle against one another before the hero pulled the same trick Kork had done earlier; backing off and causing the captain to miss his next strike. …However, it also caused his hook to go straight into the console, setting off alarms and making the ship start to rumble.

"No… NO!" Kork could only watch as the hull in his ship storage room was breached, letting in a torrent of water that flooded the ship almost immediately. He clenched his fist and growled at Diamondhead. "What have ya DONE?!"

"Nothing you didn't have coming." Helping Neptune and Helen up, Diamondhead got them away just as the console exploded, sending Kork reeling back.

Now regrouped, the team gathered in front of the exit door as the water began to rise up over the glass over the main bridge, which slowly started to crack and break open as well. "We need to leave, NOW!" Raven encouraged… right as Kork blew past them and straight through the exit tunnel. "And stop HIM from escaping!"

"On it! Let's move!" Diamondhead led the way as everyone followed him after the captain… but then…

*CRUMBLE* *CRAAASH*

"GYAAAAH!"

Neptune felt a chill go through him as the exit suddenly collapsed in on itself… with the rubble landing directly onto Helen in the process. "NO! Helen!" Rushing forward, Neptune took out Tri-Hard and began carefully using its blade to dig Helen out. Much to his relief, she wasn't entirely buried, hand she had lowered her visor in time to protect her face from any damage. …But still, her shoulder was badly bleeding, and it was obvious that she had been thrown for a loop. "H-Helen! Speak to me, please!"

"Hmph… N-Neptune… we're…" Blinking hard, Helen collected her thoughts as best as possible, realizing the situation they were now in. "W-We're trapped!"

"NEPTUNE! HELEN!" The duo could hear Yang's screams from behind the rubble, along with several hard hits. "Hang on! We're coming!"

But seeing how fast the water was rising, Neptune knew that wasn't a good idea. "Y-Yang, guys, don't! If you blow this rubble, you'll just make the flooding go faster!" He picked Helen up in his arms and, taking a deep breath, calmed himself down the best that he could. An idea had entered his mind… and while it was risky, it was one that he HAD to pull off. "You guys keep after the captain! We'll meet you on the surface!"

"WHAT?!" Diamondhead shouted. "Neptune, that's insane! You're… are you planning on using your—"

"There's not much time, Ben!" Neptune urged. "We can't spend it arguing! Just get out of here… and we'll see you on the other side."

"…You'd better be DAMN sure about this, Neptune."

Hearing them run off once again, Helen took a shaky breath as she sent a concerned gaze up to the blue-haired boy. "N-Neptune, you… are you sure you can—"

"I HAVE to, Helen." Neptune asserted, carrying her up the steps to the bridge's upper level. His demeanor was probably the most serious Helen had ever seen from him, and through his words, she could tell that he wasn't joking by any means. "If my Semblance is how I'm going to get you out of here, then I HAVE to use it."

"But… you haven't used it since you were a kid…"

Pursing his lips, Neptune lowered his head. "Maybe not, but…" He reached his hand up to cup Helen's cheek, taking her aback as he stared deep into her eyes. "…if it means getting you out of here, then I'm GOING to do it. And when I do… we're going to that river. Okay?"

Helen could only stare back into his deep, blue gaze, seeing an intense passion unlike anything she had seen before. He was committed to this, there was no doubt about it. "…Okay." she smiled to him brightly… before slipping her hand into his. "It's a date, then."

…And just like that, Neptune's serious demeanor gave way to a bright blush on his cheeks, his eyes widening to the size of dinner plates. "…W-W-What did you just s-say?"

"You heard me." Helen winked back. "The river. …It's a date." Repeating it didn't help, as Neptune became a stammering mess at that point. Rolling her eyes, Helen reached up with her other hand, cupping his cheek and calming him down. "Neptune, listen, we may not have known each other for very long, but I can tell… there's something here. Between us." Helen wore a knowing smirk, adding; "Don't think I haven't noticed how bashful you get around me sometimes."

"W-Well, I-I just… gah, you know what? I'm not even gonna deny it." Neptune acquiesced, putting on a sheepish grin. "…Yeah. I-I do like you in that way, Helen. I just… had trouble finding the words for it."

"Hmhm, yeah, same." Helen admitted. "Honestly, I wasn't too sure about my own feelings for a while… but the more we've hung out together, the more I realized… maybe it wasn't so bad crashing into you a month ago."

That got a laugh out of the blue-haired boy, bringing a hand up to the back of Helen's neck to support her. "Hehe, yeah… still hurt, but I don't regret getting in your way. So yeah, it's a date."

"Good… now you might wanna hurry." Glancing down, the two saw that the water was up to Neptune's waste at this point, and the cracks in the glass were starting to get bigger. "We're probably about to be flooded and… oof, I'm getting lightheaded from the blood loss…"

His features steeling up, Neptune took a deep breath and closed his eyes. "Right, time to go. Close your eyes, hold your breath… and just to be safe, pray to any gods that might be listening." Helen did as she was instructed and Neptune began focusing, feeling the water begin to brush against his hands before…

*CRASH*

…..

Neptune's eyes shot open… and he saw nothing. Nothing by the blue abyss in front of him. The ocean floor. No ship insight, and Helen wasn't even in his arms. Naturally, he began to panic, but he quickly found that the infinite, briny void was a lot more… calming than he had expected. He wasn't breathing, but at the same time, he wasn't really running out of air either. He couldn't even FEEL the water around him. It was almost as if he was floating in nothing… and then the realization hit him.

'…Oh god, I died, didn't I?' he thought to himself.

"No, son, you aren't dead yet."

Neptune whirled around in the water, searching for whoever spoke to him. …Or rather, whoever had read his mind. He tried opening his mouth, trying to shout out at the voice, but to no avail. It wasn't long until he heard a low chuckle before something BLINDED him.

"Hmhmhm, young man, this is a vision of MY design."the voice explained, the blinding light taking shape before Neptune. "You cannot speak to me, but I can speak to you."Neptune opened his eyes and saw what appeared to be the silhouette of a man standing before him, one comprised of seafoam green colored light. While he couldn't make out too many features, Neptune could tell that he was tall and broad-chested, and he wore some type of crown or crest atop his head. But more prominently… he held a trident in his right hand, which he lifted toward him. "Rejoice, boy! Your prayers have been answered."

Astonished, Neptune swam back, taking the information in. He couldn't believe it. His prayer had worked. A GOD had actually answered his prayer!

"Yes, believe it, young man. The Sea God has come to grant you a blessing."The figure floated over to Neptune, placing a hand on his shoulder. "You have shown great commitment and bravery, even in the face of certain death. And for that, you have been rewarded. Even now, my waters are helping to guide you and the one you so deeply care about to the surface. But even then, not completely of my own volition. Your innate power is being used quite efficiently. I'm just providing you with a little… push in the right direction."He gave Neptune a thumbs up. "I've been keeping tabs on you for a while now, as well. Have been since my nephew paid you a visit a couple weeks ago." He saw Neptune's eyebrows shoot up in surprise, but just then, the vision around them began to fade. "Ah, it seems you are close to the surface. You will be out of my domain shortly."Extending his trident out to Neptune, he tapped each of the boy's shoulders with it. "Be sure to use my blessing well, boy. I sense that you have great things ahead in your future. And hopefully in the NEAR future, we shall meet again soon. Until then… may the seas fare you well."

With those final words, the vision faded… and Neptune opened his eyes to broad daylight. He could feel Helen in his arms again, too, which gave him such relief.

"…Time to get outta here."

…..

"Dammit, dammit, DAMMIT!" Ben paced back and forth on the saucer-shaped escape pod, utterly upset with himself. "I KNEW I should have stayed! I KNEW IT!" It had been almost two minutes since he and the others had surfaced and there was STILL no sign of either Neptune or Helen. Yang, Ruby and Raven were all staring at the water, the three all worried yet hopeful while Max, Tai and Patelliday all kept their heads lowered grimly. Even Captain Kork seemed somewhat remorseful in that moment, and not just because of his sunken ship.

Once the two-minute mark had passed, he went to dial up Overflow to go searching for them. "I need to find them. M-Maybe there's still a chance that—huh?"

"Ben, the ship's probably sunk to the bottom of the river already." Tai reasoned. "There's no way they… they…" Everyone went completely silent as the water around their craft began churning and, not too far away, something was about to break the surface.

*CHOOOOM*

The team were left in awe at what they saw next. An arcing jet of water went zooming straight over their heads and then came looping back around, crashing straight into the side of their craft. With the water returning to the river, it was revealed to, in fact, be none other than Helen and Neptune, the duo coughing and sputtering as they let their lungs fill back up with air. "HAK-HAK-HAK! Ugh… o-okay, worth it, but not doing it again for a while." He looked to Helen and, much to his surprise, her shoulder was completely healed. '…Another part of that blessing?' He resolved to think about it later as he smiled down to her. "Hey."

"Hah… hey." Helen beamed back. "We made it."

"Yep, sure did…" Craning his head back to the others, Neptune gave a salute as he saw all of their relieved expressions. "Yo, guys! How's it goin'?"

"ARE YOU SERIOUS RIGHT NOW?!" Yang shouted as she and Ruby both went in and hugged the two without a second thought. "You almost DROWN hundreds of feet below water and your first response is "Yo, guys"?!"

Ruby was nearly in tears as she buried herself between the duo, thankful that they were both safe and sound. "W-W-We, w-we thought you guys w-were b-both…"

"Ssh… it's okay, Ruby." Helen assured, stroking the younger girl's hair comfortingly. "We're both fine… Neptune used his Semblance in the nick of time…" But then, she raised a brow over to the blue-haired boy with a knowing grin. "Though I've got a feeling it wasn't JUST his Semblance. The prayer worked, didn't it? I could feel it."

The entire group all eyed Neptune skeptically, which made him bring his hand up to his neck. "Uh, hehe… yeah, yeah it did. I prayed to any god that would be listening and… well, I actually got a response!" he explained.

All at once, everyone's mouth fell open in awe, with Ben breaking out into a wide grin. "HA! That's awesome, Neptune! Wh-Who'd you get?"

"I'm… not exactly sure, to be honest. I couldn't see his face, he just appeared as a figure." Neptune shrugged. "I know it MUST have been a Sea God since, in my vision, I was on the ocean floor." Taking out Tri-Hard, he shifted it into its trident mode. "But he DID carry one of these around, so immediately, he has my respect."

Patelliday adjusted his glasses, taking all of that information in as he, Max and Ben all reeled at Neptune's description. "By Davey Jones… son, you met Poseidon!"

"The Greek God of the Seas himself." Max mused, rubbing his chin in intrigue.

"AND the legendary figure who I said you most resemble when I compared you and everyone else from Remnant to fairy tales." Ben added, followed up by a hearty laugh. "Haha! Why am I not surprised? Neptune, my friend, you may be living out your own Percy Jackson adventure. How's it feel to be blessed by one of Olympus' Big Three?"

Neptune clutched a hand over his chest. He could definitely feel… something roiling within him, but he couldn't exactly place what. "It feels… strange, not gonna lie. I'm still not a big fan of water, but… I feel like I understand it a bit more." Setting his gaze out over the river, he raised a questioning brow. "Still, how'd a Sea God reach me in a freshwater river?"

"It's the Delaware River, Neptune." Max explained. "It leads out TOWARD the ocean. Though the fact that Poseidon was still able to reach you is still—"

"AHEM!" The Plumber veteran was interrupted when Kork cleared his throat, garnering the ire and attention of everyone there. "While I am glad that no one has met a briny end, yer still outta luck!" He nudged his head toward all of the still-bottled ships around them. "You'll never be able to open those bottles before yer precious land-lubbers run outta air!"

Everyone glowered at him until Helen stood up, taking out the remote she had procured from her pocket and making Kork go wide-eyed. "Yeah, about that…" *blip* With a single press of a button, all of the bottled ships automatically popped their corks and began disintegrating, allowing the captured vessels to return to the Delaware River once more. "You were saying?" Helen asked, to which Kork lowered his head in defeat.

Taking a deep breath, Ben placed his hands to his hips, satisfied with a job well done. "Well guys, this might not've been the finishing trip we PLANNED, but we managed to pull off quite the save. I'd say this calls for smooth—" *beep-beep-beep* A sudden ringing cut the hero off, bringing his attention to his pocket. "Hm?" Taking out his phone, he saw that it was Kenny, much to his surprise. "Kenny! Hey, you guys enjoying the—"

"BEN! I've been trying to call you for FORTY-FIVE MINUTES!" Kenny practically screamed on the other end, making Ben jerk his phone away from his ear. "Where the hell have you BEEN?!"

"Gah! Hey! I-It's long story, but Kenny, please, calm down. What's going on?"

With everyone now listening in, Kenny continued, though they didn't like what they heard. "Ben, the Street Sharks and that alien attack dog you guys have been fighting are attacking the Bellwood Festival! And they've got the team in some sort of trance. I just got off the phone with Gwen, but you NEED to hurry!"

Ben's features hardened, assuring Kenny that he was on his way. "The Ministry… okay, I'll be there as soon as I can." He hung up and addressed the rest of his team. "We need to get to the Bellwood Festival ASAP."

However, Yang shook her head. "No, Ben, you need to get there ASAP. The Ministry must be after something and it's important that you at least get there first. We'll stay here and keep Captain Kook under wraps until the Plumbers show up."

"Agreed." Raven concurred, placing a hand on Ben's shoulder. "Once you get there, I will create a portal and we'll be there in an instant."

"…Yeah, sounds like a plan." Not wasting another moment, Ben transformed directly into Jetray and took to the skies, flying up above them and calling out; "I'll see you there!" before jetting into the direction of the festival. …In truth, though, the hero couldn't help but feel that something was definitely wrong with this whole situation. 'Why would Khyber attack the others and NOT me? Something's up… and I don't like it.'

…..

Back at the festival, the giant insectoid alien still had the Omni-Hunters under its hypnotic spell, their eyes all spiraling as they stood there with their mouths hung open. The Street Sharks were still cackling over getting one-up over the team, making sure to stand BEHIND the predator as it did it's thing. "Hahaha! Oh man, this is WAY too cathartic." Lunge laughed as she slammed her hammers together. "Now, with 'em all nice and catatonic, how's about we deal the finishing blow?"

"Oh-hoho, you know it!" Thrasher approved, hefting her massive rocket axe back up. "I'm sure the Boss Lady'll LOVE us if we deliver her their heads on a silver platter!" Stripes and Crunch followed suit in preparing their weapons for a massive attack, all of them powering up for one huge blast. "Ready… aim… FIR—"

"AAAAAAHHH!" Without warning, the four were suddenly blasted aside by two sets of massive hands, knocking the shark mutants straight into a bunch of food stalls which collapsed on top of them. Now on the attack, Rex and Penny both tackled the giant insect creature to the ground, pounding on its wings to stop its from flying away. "Get away from our friends!" Penny screamed.

"You've been a BAD MUTT!" Rex bellowed, the sight of his mesmerized girlfriend sending him over the edge. Shifting to his Punk Busters, he kicked the moth creature away and it transformed back into its regular form, the alien dog rolling across the ground and standing to its legs in a defensive position as it growled at them. However, Rex's attention wasn't on it, instead favoring to try and break everybody out of their spell. Grasping Weiss' shoulders, he gave her a light shake and cried out to her. "Weiss! Weiss, wake up, please!" But it was no use. Weiss' eyes continued to spiral, now far too deep into the trance to be broken out.

Rex was about to scream in frustration, but was stopped short when he saw a flash of pink light out the corner of his eye. "Rex!" Whirling around, a sense of relief came to him as Gwen and Kevin came rushing over, the couple surveying the situation as they did. The Anodite immediately became concerned when she saw her friends all staring blankly into an endless voice, their eyes completely glazed over. "H-How long have they—"

"I-I don't know, but Gwen, you've GOTTA snap them out of it!" Rex pleaded, placing his hands together and bowing to her. "Please, I BEG of you, save her!"

Gwen reached out, placing her hands over Rex's. "I will. I promise you, I will." Taking her hands back, they began to glow bright pink, with her eyes doing so soon after. Raising her palms up to her group of friends, she cast a magic spell while forming a mana ring with her hands. "Hypnosis Cronfractus!" Pushing forward, Gwen sent out a wave of magical power over the rest of the team… and all at once, their eyes went back to normal, the trance broken.

"Mmph, ugh… what happened?" Sun rubbed his head, only to blink in realization. "W-Wait, hold up… this isn't… was everything I saw…"

"Just a vision." Jaune concluded, clenching his fist with a furrowed brow. "Just a trick that Hypnotick thing used to get us under its control…" He set his sights out to the others, seeing a mixed range of emotions. Most of them were stunned, but others… were left much more downtrodden after awakening. "…Let me guess. You guys all saw your most wanted desires, didn't you?"

Blake tightened her lips at that. "I… I saw it. A Remnant where humans and Faunus were truly equals."

Weiss held a hand to her head, grimacing in irritation. "I saw my father imprisoned for every single crime he's committed. He was strung upside-down by his feet, too, so I'm gonna try and make THAT a reality—ooh!" Before she could go on, though, Weiss felt Rex latch onto her in a tight, relieved hug, which made her smile as she ran her fingers through his hair. "…But for now, I'm happy with THIS reality."

Stepping forward, Gwen offered an explanation to everything. "I think I know what did this to you…" She craned her head toward Khyber's dog, which kept growling at them now that it was quite outnumbered. "I remember some years back, Grandpa Max took Ben and I to the Plumber Base in Mount Rushmore. There, we got the chance to see a Psycholeopteran, a rare species of alien predators that hunt Necrofriggians. It was said to be the only one in this system."

"Well, if that dog has the DNA of one in its Nemetrix, then that's probably not the case, right?" Ren guessed.

But Gwen shook her head. "No… I have a feeling that's not a coincidence. During that trip, Malware had broken into the base and attacked, taking with him a tachyon cannon that he integrated into his systems. …But aside from that, he didn't seem to steal anything else, not even the Psycholeopteran."

"…But you wouldn't HAVE to steal the Psycholeopteran if all you needed was a DNA sample from it to put INTO the Nemetrix." Ilia realized, her eyes widening as things started to come together. "Don't tell me…"

The Anodite nodded grimly. "Khyber and his associates have been stealing alien DNA for years… and at some point, they must've fallen in line with Malware himself." At the sound of rubble being moved, everyone whirled around to see the Street Sharks having burst out from the wreckage, all of them laughing it up. "…This whole attack has just been a distraction, hasn't it?"

"HAHAHA! So, ya've figured it out, have ya?" Thrasher grinned maliciously. "Well then… I think our work 'ere is done." As if on cue, a large portal opened up behind the quartet, allowing them an easy out. "We've kept ya busy long enough, so we'll be bouncin'. But don't worry, shrimps… we'll have a proper scrap soon enough." With that, the four leapt backwards into the vortex, with Rex and the others pursuing immediately.

"H-Hey! Get back here!" the EVO shouted, only for Gwen to grab him by the shoulder.

"No, let them go." Gwen ordered. "We need to find out what the Ministry REALLY want." Taking out her Plumber badge, she contacted both Rook and Ben, hoping that the signal would reach out to both of them. "Ben, Rook, come in!"

Thankfully, she heard a response from her cousin right away. "Ben here!" Jetray responded. "I'm on my way as we speak. Sorry, but we got caught up in trying to stop a bunch of pirates in Undertown."

Nora did a doubletake at that. "WHAT?! You guys got to fight PIRATES without ME?!"

"NOT important right now, Nora." Gwen asserted before turning her attention back to her cousin. "Ben, Rook, this whole attack is a distraction! The Ministry are after something else here at the fair. We need to find out what, and soon!"

…..

Winter and Rook's fight with Khyber had been brought to a halt thanks to Gwen's message, which the huntsman himself had overheard. Giving a sinister chortle, he said; "Hmhm, smart girl." before slipping his knife back into its holster, much to the duo's confusion. Rook and Winter prepared for another attack, but Khyber raised his hand. "Oh, you have much bigger fish to fry, my friends." he assured, eyeing Rook in particular. "You might start are your quaint, little Plumber craft…"

"…Why are you telling us this?" Winter asked warily.

"I have my reasons. Now go. We're done here." Lifting his head, Khyber called his dog back to him, the beast bounding around the nearest corner as Winter and Rook dashed off toward the front entrance.

Lifting his Plumber's badge, Rook called in. "Ben! Everyone! It is my Truk!"

Winter leaned over to add; "Whatever information is in there must be what they're after! Hurry!"

…..

"Already there!" Jetray responded, having arrived at the fairgrounds at super sonic speed. Floating his way over the parking lot, it didn't take him long to find the Proto-Truk, and as he expected, its rear doors were left ajar. Not too far away, he also saw Swift hiding behind another car, which he quickly dove behind as well. "Swift!"

"HAH! B-Ben!" the alien hybrid grit her teeth. "Don't scare me like that!"

Transforming back to normal, he apologized to her. "Sorry. Are you okay?"

"I'm fine, b-but… w-when I got out here, I… I saw something horrifying messing with the Truk's computers." Swift bowed her head to him. "I-I'm sorry I couldn't do more, but I-I didn't have my phone on me and—"

"No, it's okay." Ben assured. "You're on probation and can't use your powers. You did the right thing by hiding." Standing up, the hero strode out from behind the car, narrowing his eyes at the Truk. "I'll handle this…" He approached the back and peered inside… only for his confidence and resolve to wash away in an instant. "…No."

Inside stood a familiar figure with his clawed hand on the computer console, no doubt downloading massive amounts of information off of it. He recognized him immediately; the massive, pitch black body with red, jagged lines, the hunched stance, and sharp jawline with equally sharp maw, and the long spikes that stuck right out of his spine. His other hand was a powerful tachyon cannon that he had integrated into his systems. There was no doubt about it…

…It was Malware. And he saw him. Acting immediately, he took his hand away from the computer and burst out of the back, causing Ben to stumble away. The hero had become deathly pale, utterly petrified by the one who he was so sure he had destroyed so long ago. "Y-You can't be here!" Ben stuttered, shaking like a leaf. "I-It's impossible!"

"Come now, Ben Tennyson." Malware reasoned with a malicious tone. "You didn't think a mere child could get rid of ME, did you?"

He continued his approach, with Ben backing up as quick as he could. "S-Stay away from me! I'm warning you!"

"YOU are warning ME? Hahahaha! …No." Malware pointed directly to him. "I am warning you. Do not try to follow me. You know what I'm capable of."

"BEN!" In the distance, Ben could hear his cousin call out to him, causing him to snap his head around and see her, Rex and Penny flying over the fair toward his location. However, the moment she caught sight of Malware, Gwen gasped and stopped in midair, covering her mouth with her hands. "…No. No, no, NO! I-It can't be!"

"Ah, Gwendolyn. It has been far too long, has it not?" Malware directed his sights over to the EVO, who was scowling deeply at him. "You must be the young EVO boy I've heard so much about… and then you." His voice seeped with venom as he addressed Penny, which left the android feeling a strange chill through her very being. "You are the one. Azmuth's new "favorite"… the ABOMINATION."

Penny backed away, wanting nothing to do with the malicious being in front of her. "A…A-Abomination?"

But Rex wasn't about to take that lying down. "HEY! No one talks about my friends like that!" Flying down with Smack Hands ready and spinning, Rex reeled an arm back for a punch. "Get ready to say goodnight, you—"

"REX, DON'T!" Ben screamed, transforming into Crashhopper and leaping up to intercept his friend…

…But while the Smack Hand broke off of Rex's arm thanks to the force of Crashhopper's kick, Malware was still able to grab it as it fell, extending his arm to do so. Slowly but surely, Malware absorbed the metal parts into his arm, which became much larger and more heavily armored, complete with clawed fingers and spiked knuckles. Transforming back to human, Ben watched in horror with Rex as Malware had a new weapon at his disposal. "Ah-hahaha! What an opportunity. I must thank you, Rex, I will put this to good use." Behind him, a dark vortex opened up into the Land of Darkness, where Eon was waiting expectantly. "But for now, my work here is done… we shall meet again, Ben Tennyson. Count on that."

Malware stepped through the portal and it shut in an instant, leaving everyone stunned at what they had just witnessed. On his knees, Ben fell and gripped the ground, digging his fingers into the dirt until his knuckles turned white, a flurry of emotions roiling inside of him. Fear, frustration, disbelief… and anger. Both at Malware and himself. He could feel his cousin at his back, trying to comfort him… but it didn't stop the tears that fell from his eyes, nor the sobs from his throat.

It wasn't long before the rest of the team arrived, all of them quite shocked to see the scene before them. "Ben!" Blake, Sun and Weiss rushed up, the catgirl and monkey boy checking on Ben while Weiss helped Rex to his feet. "W-What happened?" Blake asked. "Is everything okay?"

"…No." Ben said shakily, his voice hoarse and very raspy. "Everything isn't okay, Blake." Taking to his feet of his own volition, Ben opened his eyes, now bloodshot from the tears. His fists were still clenched hard, almost to the point where his fingernails dug into his skin and drew a bit of blood. "…Things just got very bad. Malware… is back."

…..

A/N (IMPORTANT, Please Read): And thus, the big reveal has come to pass. Ben now knows that Malware is alive… and he is not taking it well. How will this affect his mental state going forward? Will this result in any complications regarding the team? Or even with Yang? It's quite concerning, to be sure…

Of course, though, that's just the tip of the iceberg regarding this chapter. From the unexpected reunion with the Krakken and her children, to stopping a crazy pirate from building the world's largest bottled ship collection, Ben and his side of things have been put through a lot. However, thanks to Patelliday's help and their overall teamwork, they were able to take the pirates down, so at least THAT'S a plus.

…But of course, we've gotta talk about Neptune slowly beginning to come to grips with his crippling phobia, and eventually overcoming it. Of course, that's in large part to Helen and her change in approach to the whole thing, which resulted in him opening up to her about WHY he's afraid of water in the first place. A traumatic experience such as nearly drowning your own kin can definitely leave you scarred for long time, that's for sure. Of course, when it comes to siblings, Helen relates to that pretty hard, resulting in a further bonding moment between the two… which leads to their moment in the sinking ship, where Neptune resolves to use his Semblance to get them out of there. Because even if he's afraid, he's more afraid of losing her… and thus, the two finally admit their feelings and ask each other out. Been waiting for this moment for a good while, and I think now's a good time to pull the trigger.

…Though of course, it wasn't JUST Neptune's semblance that got them out of there. He had a bit of a helping hand thanks to the God of the Seas himself. Neptune's name might not be "Percy", but he's definitely got Poseidon watching his back. Expect to see more of THAT explored at a later date.

Unfortunately, things didn't go nearly as well at the festival for the Omni-Hunters. Maybe at first when they had the advantage, but when that Psycholeopteran was pulled out, it looked pretty bleak for a moment. Thankfully, Rex, Penny, Gwen and Kevin were there to help turn the tide… but in the end, it was all for naught, as Malware got what he wanted and THEN some. Where do things go from here? What DID Malware even steal from the Proto-Truk database in the first place? Well, we're gonna have to wait and figure that out next time as—

Wait. Wait just a second! Next month is October! You know what that means! …Probably not, because I JUST made it up! IT'S BEN 10 RWBY MONTH! That's right, my friends, as always, October has ALWAYS been a special time for this series and this year is no exception. For this month, we'll be going back to weekly Ben 10 RWBY chapters and Transformers MHA will be put on hold (don't worry, I plan on giving it its own month in January, too), so expect some BIG things coming out of this next story arc.

So with that said, NEXT TIME! Our heroes collect themselves after the confrontation with Malware, with Ben still reeling even as Yang and the others show up. After an intense debriefing going over everything they know about the situation… they're suddenly called up by the Saturdays. They've figured out where another piece of the Ishtar Tablet lies, and they'll need to act fast if they want to get it before the Forever Knights do. Time for an impromptu trip to Paris… let's just hope things with Ben remain steady. Thanks for reading, everybody, and I'll hope to see you all in Ben 10/RWBY Month! And as always, stay safe out there!