We finished Chapter 1 of the Vacuo Arc yesterday! So excited to share that.

Anyways, here's your chapter. Here's the Discord: /cgFmXz3qJ5


Ruby looked behind them as they ran, seeing the two Panuncians gaining on them. One cat seemed dead-set on catching up with Ben and Penny, while the other was locked onto Pietro. She quickly spun around, a fresh clip of ice Dust loaded into her weapon now in its pure sniper mode, and took a few shots. Ice bursts shattered against the ground as the copy bounded around the shots. On one shot, though, Ruby got lucky, encasing the Panuncian copy's foot in ice on a hit, causing it to trip and tumble back.

"One down!" Ruby called out.

Pietro quickly ran to another medical room. "In here!" He yelled, as Ben quickly struck back, multiple bandages extended from his body, wrapping the Panuncians together in one massive ball of bandages.

"...wow." Ruby said.

"Yeah." Ben frowned. "That should hold them."

The Panuncians thrashed around as the trio ducked into the medical room, the doors quickly closing behind them. Ruby got started on barricading the door behind them. It probably wouldn't hold too long, but it still forced the predators into a chokepoint. Ben chanced back to human after getting inside and moved over to the medical table in the room. He set Penny down on it before going over to Ruby to help. He scrolled through some options that would be better suited for holding the beasts back.

Pietro moved over to Penny, checking over the poor girl. He looked around the room and found that it had the equipment he needed. A plan was starting to form in his head, he just needed time.

"Khyber's a good hunter, make sense he'd have the predator of Splixons. Every hunter needs a dog, I guess. But how the hell does he know about Penny's Omnitrix?" Ben asked as he paced around the room.

"It is NOT an Omnitrix," a new suddenly called out, cutting through the tense air.

A rather jumpy Ruby suddenly spun around, to see Azmuth, walking out from behind some papers. "Azmuth?" She asked. It wasn't that big a shock. The guy was the king of making unannounced appearances.

"Yes, yes. It's me. I'm here." Azmuth said, holding up his hand. "Hold your applause. I get that too much."

"Who is-?" Pietro asked.

"This is Azmuth of the Galvan, crafter of the Omnitrix and...probably a lot more stuff we should REALLY address." Ben said, scratching the back of his head. "Which is probably why you're here, right?"

"Making sure my creation doesn't fall into the wrong hands." Azmuth said and began walking over to Penny's body.

"A fine creation, looks as if she was human," Azmuth hummed in interest, "I commend your work, Doctor Polendina."

"T-thank you." Pietro said, bowing his head in respect. Azmuth hopped up, and examined her circuits. His eyes trained on one component. He grimaced.

"Hello again..." Azmuth said. "I thought I would never see you again."

"You're…saying hi to Penny's organs," Ben muttered, "Ok."

"Quiet. I believe the good doctor understands where I'm coming from," Azmuth motioned for the group to draw near. "Doctor Polendina, do you know what this device is?" Azmuth pointed to a cylindrical device, growing green.

"At first, I assumed it was a battery of sorts. Worked like one, helped Penny stay stable better than Dust ever did. But then when I recounted the story to our young friends here, they recognized it as one of your works," Pietro sounded concerned. "Not dangerous, is it?"

"Of course not. I learned to steer away from such creations in my youth," the First Thinker explained, the words laced with a tinge of regret.

"So, is it what we think it is?" Ruby asked.

"Indeed. The heart of your daughter, Doctor, is a prototype of the Omnitrix. I've dubbed it the Unitrix. Long before I decided on creating the Omnitrix, I aimed to create a 'catalog' of all known life in the universe. I dispatched a number of droids to collect information and then placed all of it into the Unitrix."

"So, it's like the galaxy's biggest encyclopedia. Makes sense why Khyber would want it. Probably think it'll make him a great hunter." Ruby said, trying not to act like this wasn't the biggest twist she'd heard all day.

"Perhaps, but a Zaroffian would prefer to learn through observation, not research papers. Someone else wants the device, but who and why, I could not say. The Unitrix is still a prototype, inherently flawed when compared to the finished product. I could simply remove the device-" Azmuth went on.

"But that would kill her!" Pietro interjected.

"I'm aware. On a first guess, I would say that, because the device is now properly activated, it is interfering with your daughter's reactivation system. A trivial issue to fix."

"But, you should know that Penny's code and that of the Unitrix are communicating."

"Hmm, interesting. That could take a bit longer. Usually with my busy schedule, it could take a few months, maybe a year or five," Azmuth said.

"We don't have that kind of time!" Pietro yelled. His thoughts were primarily on his daughter, forgoing most of his usual politeness.

"I know, Azmuth answered.

"Then please, help me. Given the circumstances, I know we're on a bit of a time limit."

"That is why I'm here, doctor."

"You guys focus on her. Khyber and his pet aren't touching Penny," Ruby promised.

"Yeah. Nothing's gonna even TOUCH Penny when we're in here!" Ben said

As soon as he finished speaking, they all heard the thudding and roars of the Panuncians outside. They clawed or charged into the door, hoping to break in and claim their master's prize.

"Best get started then," Azmuth said. Pietro nodded and got to work, quickly moving about the room to grab what he needed. It was just lucky that this place had what he needed.

Khyber was gaining on his pets, soon to join up with the two big cats as they slashed and pounded on the door. But then he was stopped as he passed by another hallway, a sound wave slamming into him and pinning him to a wall. As the sound kept him from moving, he felt several stings across his body, each one leaving behind a patch of ice that froze him to the wall.

The weirdest thing was that Khyber didn't hear the soundwave, he only felt it. Where did this come from?! His answer came to him in the form of Flynt and Ivori walking over to him. Flynt looked less than impressed.

"Huh. Galaxy's greatest hunter, and he got taken out by that?" Flynt smirked.

"He didn't exactly hear it coming, now, did he?" Ivori asked.

"Shouldn't you be dealing with a pack of angry, young Aphonopelmians right now? Or are you just letting them run rampant?" Khyber asked with a growl.

"The others got it all under control. Besides...you musta missed Ciel's Scroll," Flynt chimed in.

"Scr-...she had a comm device."

"Sent the text as soon as she heard a 'deafening sonic boom up here.' Her words, but probably accurate."

"Okay, but uh, what the hell is a Aphonopelmian? That sounds TERRIFYING." Ivori said.

"Think he means the alien dinosaurs," Flynt chimed in.

"So sure of that, are you?" Khyber grinned.

"Text Kobalt and Neon. Tell 'em to hurry up. I don't like how he said that, " Flynt suggested, not taking his eyes off the hunter. Good thing too, because right as Ivori started to send the message, the pieces of armor that were frozen over started to heat up. The ice started to crack before shattering entirely, freeing Khyber as his armor formed a pair of wrist-mounted guns and opened fire on the duo.

"Move!" Flynt said, shoving Ivori out of the way and taking a hit in the shoulder. Fortunately, the shot only made a small dent in his Aura.

"I'd best not worry about me, boys. Worry about the Aphonopelemian." Khyber said. "I don't have time to deal with either of you."

"Really? Greatest hunter and ya can't handle two people?" Flynt taunted. He just needed to buy a few more minutes.

"No, no. It's just that..." Khyber grinned, as something roared in the background. "Compare your earthly arachnids to my specimen."

Flynt and Ivori turned to the direction of the roar- and that's when they saw...it. A giant four-legged spider with a body of a silverfish with four pincers with one claw on each and a silver colored exoskeleton, the lower half of their legs and back of her head is covered with light brown hair. Its eyes were red on a reptile-like head with an open maw that resembled a fang-filled smile.

"I had to acquire one for a side project. And it isn't particularly happy with the way I've been treating it." Khyber explained. "So...let's have it take some aggression out."

"Ohhhhh shit," Flynt muttered, seeing the monstrosity lock its eyes onto the two.

"Maaaaaybe you should've brought Kobalt instead, let me find Neon," Ivori said, getting his whip ready.

"Honestly? Probably," the musician said, readying his trumpet.

"Now then, I'll leave you to it," the Zaroffian said, giving the two a mocking salute before rushing off towards his pets.

"I really hate that guy,." Ivori sighed, as he cracked his whip. He began to furiously lash out at the creature, keeping his distance and inflicting some sharp damage unto the beast. However, it didn't last long. The creature began to weave a web, or at least what was THOUGHT to be a web. The web was red and glowing dangerously. The creature hissed, as the barrier of red blocked his attack and sent a shock down the way.

"What the he-" Ivori began before the shock reached him, forcing him to drop his weapon. Flynt didn't waste any time, taking aim and blowing his trumpet. The instrument sent out a soundwave that impacted the spider-like alien. It roared in pain as the sound filled its ears, the web-like shield unable to block sound.

"Well, good to know I'm not totally useless in this fight and we have a way we can bypass its defense!" Flynt grinned, as he used his semblance to split into four copies. Flynt and the copies began to blow their horns, causing the creature to writhe in agony.

It continued to roar, lashing out in every direction. Ivori quickly picked up his whip and swapped out the Dust crystal. That "web" it made...whatever it was made of could probably block almost anything that was thrown at it. But everything had a limit...time to stress test this.

"Let's see how much damage this thing can take!" Ivori said, viciously whipping at the beast. The attacks were hard enough to leave a strong mark, maybe even cut it open...

The Aphonopelmian endured a few more whip strikes before, on the last strike, it lashed out and jabbed one of its claws into Ivori's whip. The massive beast then turned to him like it was smirking before it quickly formed a glowing, crimson energy-web on top of the weapon, pinning it.

"Oh...shit..." Ivori muttered, trying to free his weapon only for the weapon not to budge. Flynt didn't waste any time; as soon as he saw that web being weaved over the whip, he placed a fire Dust crystal into his trumpet to augment the soundwaves. He blew into it and let a torrent of flames out of the instrument, but the attack never landed. The white arachnid-like alien jumped out of the way once the web was done and the flame raced towards it, hissing a challenge at Team FNKI's leader.

The creature would keep those two busy for a while yet. Good. Khyber smirked and started to make his way over to the Panuncians, his armor starting to shift and grow larger plating over his hand. After all, if the feline predators couldn't break in...maybe something with a bit more power behind it could. Like a fist with the force of an industrial hydraulic piston, perhaps? The bounty hunter called off his pets for the moment, walking up to the door as they stepped back. He reared his fist back and slammed the fist into the door, quickly leaving a large dent in the metal.

Inside, Ruby and Ben were tense as they heard the thundering sound of Khyber's strike. And then that same crash echoed out again. A few more strikes like that and he'd be in.

"Could really use a bit more help up here," Ben said, "Think they're still dealing with those giant dinosaur-bugs down there?"

"Maybe. Yang'd love to throw a punch at this bastard, but she can still hold beating up a dinosaur over me," Ruby joked a bit.

"Large reptilian with insectoid features, including a means of web production. He brought Kaosseffexx Ultimasauria?"

"...I'm sorry, what?" Ben asked, looking over his shoulder to the Galvan genius.

"The apex predator of the Terradino food chain. A large theropod with insectoid features...and the natural predator of Vaxasaurians."

"Wait, Humungousaur is prey on his homeworld?!"

"Yes. In fact, it's because of that predation that the Pturbosaurians and Vaxasaurians have a somewhat symbiotic relationship, even though it's really more of a caste system, but I digress." The way Azmuth said that last part almost made it sound like that should be common knowledge.

"THE FUCK COULD BE MORE THREATENING THAN AN ACTUAL GIANT LIZARD THAT CAN GROW?!" Ben yelled.

"On your world, I believe you call them Tyrannosaurid?" Azmuth said. Ben's eyes grew wide, and his pupils shrank.

"...Oh." Ben said.

"That's honestly terrifying," Ruby admitted.

"Remind me never to go to Terradino..."

"Noted."

KLANG! Another one of Khyber's strikes impacted the door, making it that much closer to flying off its hinges. The Zaroffian hunter reared his fist back, ready to deliver the last punch and fight his way to his prize.

Ben activated the Omnitrix. "Hey, Ruby, watch this." Ben grinned, as he slapped down the Omnitrix. Black liquid with green lines ran up his body, and in an instant, Upgrade was suddenly merging with the door.

"What the hell are you-?!" Ruby asked, but before Khyber could punch the door, Ben punched back, knocking the alien hunter back.

"Knock once next time. Don't need to be so goddamn persistent..." Ben frowned.

The Panuncians growled once they saw their master get sucker-punched and leapt at the door, aiming to slash at Ben. The claws only scratched against normal metal, though, Ben having separated from the door.

"Did you really just-" Ruby began.

"Yep," Ben smirked.

"Damn it, now I wanna get in a pre-fight jab," the huntress chuckled a bit. She did one last check on Crescent Rose, making sure she was ready for when Khyber burst through. With a final nod, Ruby took aim at the door again and was just waiting for the Zaroffian and his attack dogs(or cats in this case) to break through.

Khyber quickly recovered from the hit and growled, readying up the last strike. Before his fist could make contact with the door, a burst of flame slammed into him from the side, knocking him off his feet. He thudded against the floor as the Panuncians turned to the source of the fire, ready to retaliate.

Ceres stormed forward, looking very, very annoyed. "DID YOU SET THOSE ALIEN T-REXES ON MANTLE!?" Ceres said. There were some cuts and bruises on her body, as well as some tears on her uniform.

"And what if I did?" Khyber frowned, hands forming into sharp spikes.

"Let's just say it's chaos out there, and I need to take out some MAJOR aggression..." Ceres said.

"Fine then. They can wait. I've always wanted to add Archimedian horns to my collection," the Zaroffian smirked.

He whistled quickly and the two Panuncians raced forth, each creating a second duplicate. Khyber himself joined the fray behind them, arm blades at the ready. The first Panuncian leapt at Ceres, but missed its mark when she simply ducked, letting the predatory cat sail over her. Ceres then quickly flowed from that into a right hook that connected with the jaw of the second Panuncian. She then quickly grabbed it by the scruff of its neck while it was still stunned and threw it into the third, sending them flying back and forcing Khyber to jump over the two. The fourth Panuncian slashed at Ceres, the claws sparking against the metal of the Archimedian's gauntlets. Each claw strike was perfectly blocked until Ceres sidestepped and was about to throw a punch into the back of the copy.

One of Khyber's arm-blades met Ceres' fist before the punch connected, letting the Zaroffian shove her away from the cat before opening up with a wild flurry of slashes. The barrage put Ceres on the defensive, forcing her back until she managed to block two strikes with her gauntlets. Khyber pressed down to try and brute force his way past her defense, but the Archimedian was able to push back, giving her an opening. She opened up her own assault with a series of jabs aimed at Khyber's chest and sides, only broken up by when the Panuncians tried to intervene, pouncing and slashing at her whenever they got the chance. Each time, she quickly changed her focus and swiftly dealt with them and returned to the bounty hunter before he even got a chance to recover.

Ruby and Ben could hear the beatdown from outside and they knew it had to be one of two people.

"My money's on Yang," Ruby smirked.

"Really? You're betting now?" Azmuth asked with a roll of his eyes.

"Trying to lighten the mood a little is all."

"Don't worry. They're usually like this." Pietro said.

"And that's supposed to reassure me?" Azmuth frowned.

"Can we focus on my daughter now?" Pietro asked.

"Come on," Ben said, merging with Ruby's weapon. "Let's give Khyber even more hell."

"Couldn't agree more." Ruby said, shifting Ben into Crescent Rose's autofire mode.

Ceres was about to throw another good hit into the bounty hunter, before one of his pets managed to finally land a hit. It shoved Ceres to the ground, aiming to bite the Archimedian's throat, instead only finding the metal of her gauntlet between its fangs. Khyber smirked as he readied one of his arm blades. With Ceres pinned, he'd have no real trouble finishing her off.

That is, if he wasn't suddenly shot from behind multiple times. He spun around after the first part of the volley hit and brought up an energy shield, protecting the other green blasts that came his way. The girl must have kept this hidden from him...but then his eyes shifted to the black and green pattern covering the weapon. Mechamorph. Tennyson.

"Hiya." Ben said, narrowing his eye. "Wanna see what we can do when we cut loose?"

Ruby dashed at Khyber, instantly cutting into his armor- that time, it actually hurt. Khyber hissed, as he formed his hands into blasters, shaped like the mouths of Vulpimancers. Powerful charge shots came out of the mouths, as Ben and Ruby began to dodge them.

The distraction gave Ceres just enough time to push the Panunician up enough so that she could deliver a powerful punch right to its gut and send it crashing into the nearby wall. With Khyber focused on Ruby and Ben, he didn't have enough time to even think of countering Ceres' right jab before it connected with his back. He staggered for a moment, letting Ruby race in and cut into the hunter's armor with a few more strikes before knocking him away with a shot to the chest.

The armor protected the Zaroffian from taking any lethal damage, but damn did that still hurt.

"What are the chances you could take over his armor?" Ruby whispered.

"Pretty slim. I'm sure he has some contingency plans for it. He is the galaxy's best hunter for a reason, probably prepared for Mechamorphs," Ben frowned. "but, I could be discrete with another form."

"Think I see where you're going with this," Ruby smirked, "Go for it."

"Just keep him up on his offense, and I'll disengage." Ben said. "Let's go!"

Ruby nodded and rushed back in, continuing her attack, Khyber rolled out of the way of the first strike and brought back one of his arm blades. He quickly raced back in and began slashing at Ruby, each hit blocked or parried by her scythe. When Ceres was about to hit him from behind, the bounty hunter spun around and quickly fired off a volley from his remaining arm cannon. The Archimedian easily dodged out of the way of the energy blasts giving Ruby another opening. A scythe strike slashed into the arm cannon, knocking it downwards which let Ruby land another solid hit on the Zaroffian.

Khyber's nanobots formed him a massive claw, ready to slice at Ruby. Ruby evaded Khyber's fast slashes and countered with some devastating Crescent Rose blasts. Khyber's feet gained rocket boosters as he soared past them. Khyber swooped at Ruby, kicking her against a nearby wall before landing on the ground. His arms transformed back into battering hammers, and as Ruby tried to recover, Khyber punched her through the wall.

Ceres went to throw a few more hits of her own, but the Panuncians entered the fight again and took her focus away from their master. Her gauntlets managed to block one of their slashes just in time.

"A good fight," Khyber admitted as he walked over to Ruby, still pulling herself off the ground from the hit, "but now...I claim my troph-"

The Zaroffian stopped mid-sentence. The black and green pattern on Crescent Rose...was gone.

"What? What's wrong?" Ruby grinned.

"Scan the area for any traces of Ectonurite, Necrofriggian or Merlinisapien DNA." Khyber told his suit.

The suit began its search, only to freeze up almost as immediately as it started. Khyber's visor was suddenly flooded by error messages.

"What is going on?" Khyber exclaimed. "Is this some kind of Galvanic Mechamorph trick?!"

"No, not at all," The suit's voice said. Something sprung out of the suit, and Ben soon grew back to his normal size, grinning. "Look! We match! Oh, but your suit's all messed up. Who did that~?"

"What...what in the hell is-"

"I call him 'Nanomech'." Ben grinned, as his hands formed into axes. "And he rewired some of your suit."

"My suit cannot be rewired! It's impossible! Nothing can hack it!" Khyber boasted.

"Yeah, but shrinking small enough and wrecking it from the inside will do the trick." Ben said.

"He assured me..." Khyber growled as his suit continued to glitch out from the damage Ben had done.

"If I ask who 'he' is, you're not gonna tell me, are you?" Ben asked, knowing how this went.

"Professional courtesy, let's call it," Khyber was trying to see what parts of his suit were still working, because at this point, he might need to pull back and wait for another chance. It'd be more challenging, sure, but it was better, and more interesting, than the alternative.

"Your weapons are erratic." Ben stated. "I'm confident everything you throw at me will shatter."

"True...but I'm a quick learner," Khyber gave out an ear-piercing, harsh whistle that seemed like it was about to BURST Ben's eardrums. Ruby covered her ears as well, trying to block out that glass-shattering sound to no real effect.

"Oh great, he even upgraded that!" Ruby thought to herself.

Even Ceres was affected by it, only she had to suffer through it in order to make sure the Panuncian didn't land a pounce on her.

Ben's helmet instantly formed around his head as he changed his other hand into a launcher—a gray blur blasted out of it and smacked Khyber in the face. The whistling stopped. Ruby opened her eyes to see Khyber's face had gained a gray, nanotech muzzle.

"Your tech isn't self regenerating, is it?" Ben grinned. "So sad."

Ben quickly shrank down, and began pelting Khyber with blasts that stung like tasers.

This all but confirmed it; he'd have to get his prize later. He snapped his fingers, getting his pet's attention, before he bolted. The Panuncian quickly joined back into a singular entity and followed its master, swatting at Ben so the two could make a clean getaway.

Ben quickly grew back to normal size, and countered Khyber's swats with a shield around his forearms.

"Hiya." Ben grinned, as the shield quickly formed into two massive gauntlets.

Khyber, still muzzled, didn't even bother to fight; he needed to get back to his ship and fix the glitches in his suit. The Panuncian took a few quick swipes at Ben, just to distract him, before following its master. The Zaroffian was checking to see if at least the smokescreen function worked in the suit right now.

"Don't let him get away!" Ben yelled, as he manifested some wings. Ruby shot back up, as Ceres lit up her palms.

Khyber smirked under his helmet as he rounded a corner. He finally managed to find a system that Tennyson hadn't sabotaged. Ben followed closely behind the Zaroffian, hearing a short electric hissing sound from around the corner, but when he turned to try and stop Khyber, both he and his pet were gone.

"He got away." Ben frowned.

"How?" Ruby asked, confused. Ben grew back to normal size before the armor merged back into the watch. Ben scowled at the outcome, hoping to put the Zaroffian behind bars.

"Warp tech, probably." Ceres hypothesized. "But that suit malfunction really set him back."

"Great, and knowing him, this won't be the last time we see him, either," Ben sighed.

"We can worry about that later," Ruby said, quickly putting Crescent Rose away and turning on her heel, "Hang on!" The red-hooded reaper grabbed Ben and Ceres by the shoulder before racing off in a flurry of petals. She retraced her steps all the way back to the lab that Pietro and Azmuth were using. Aside from the dents in the door and the damage in the hallway, everything seemed ok. Hopefully that was true for the inside of the lab as well.

"Hang on Penny!" Ruby said, drawing her weapon. She shifted it into her turret mode, and walked inside.

"Are you crazy?!" Azmuth yelled, staring in shock at Ruby's understandably gung-ho entrance, "Do you want us to blow up now?! Outside, all of you, now!"

"Well sorry for wanting to make sure you're safe!" Ruby countered.

"The concern is appreciated but we really need undivided focus right now," Pietro added.

"Sorry- Khyber got away, and we just needed to make sure he isn't here." Ben said, looking around. "The guy knows how to hunt."

"And his nanotech suit is insane." Ceres said. "Thankfully Ben put it on the fritz."

"All well and useful information, but we can discuss it after we finish," Azmuth said, "Now if you'd be so kind?"

"R-right," Ruby said, walking out of the room with the others. "Okay, so Khyber's not here. Then where the hell could he and his stupid pet be?"

"Maybe he just left?" Ceres suggested, "Probably went to get his suit fixed by...whoever gave it to him in the first place. You took out how many of his systems again?"

"Lost count. Missed the most important though, obviously," Ben said, "Speaking of, who do you think even gave him that thing? Weapon Masters' upset that we took out one of their Inspectors so they hired a bounty hunter?"

"No, no. Feels too impersonal and petty. They'd want to kill us themselves." Ben said. "Come to think of it, the last time we saw Khyber was when they were after Kevin. And the person who hired them is long dead."

"RIP, Psyphon. No one licked boots like you did," Ceres sighed.

"...didn't he say that us being here was 'just a bonus?'" Ruby asked, "So, he wasn't even expecting us to be here. He wanted something else...he wanted Penny."

"...no. He wanted what's inside Penny. He wanted the Unitrix," Ben corrected.

"So, what? Rogue Galvan hired him, gave him the suit, making this whole thing just a glorified corporate espionage stunt?" Ceres asked.

"Maybe." Ruby hummed. "But there just has to be more to it. I dunno know why, it just feels incomplete."

"We're clearly missing something..." Ceres said.

Ruby's Scroll started going off, which surprised the red-hooded reaper a bit, especially when she saw that it was from Yang. She thought she'd be enjoying the concert.

"Hello?" Ruby answered.

"Where are you?! Eight giant spider dinosaurs just showed up and trampled the party!" Yang yelled over the line.

"Eight?! Are you guys still-"

"No. Clover and Harriet showed up and we were able to take it down," Yang sighed, "Could use some help with the clean-up though."

Ruby hung up the phone and blinked. "Welp, time to help with the aftermath."

"Oh boy...how bad is it?" Ceres asked.

"From the sounds of it, Khyber might've somehow watched Jurassic Park."

"Would he even watch an Earth movie?" Ben asked.

"Dunno," Ruby answered with a shrug.

"Okay, you had your fun speeding us around. Now it's my turn," Ben dialed up Jetray on the Omnitrix and transformed into the Aerophibian, "Okay, hop on."

"Oooh, super-sonic time," Ruby said before quickly hopping on, followed by Ceres.

"Oh! Wait, should we tell Azmuth and Dr. Polendina?" Ceres asked.

"They'd understand, I think. Come on!" Ben said, as the girls hopped onto his back. Ben flew through the hallways, making sharp turns at his fastest (but safest) speed.

Meanwhile, with some final bits of code tweaking from Azmuth, the genius Galvan finally let out a sigh of relief.

"It is done," Azmuth said.

"It's fascinating," Pietro mused as he looked at a nearby screen, a visual of the Unitrix on display.

"It's been so long since I've seen it," Azmuth reminisced. "I have to wonder what it's collected since I last saw it."

"Quite a lot, I'd imagine. Penny may not have seen too much during her time away from Atlas. Vale, certainly but-" Pietro began.

"A few months is nothing compared to the hundred or so years since I last saw it," Azmuth interrupted.

"A hundred years?"

"You think it was quick to develop the technology? Remember what I said, the Unitrix is a prototype. The device was more of a springboard that eventually led to the Omnitrix. From one sample to thousands upon thousands," the Galvan went on.

"Your prototype, inside my daughter...and I was none the wiser," Pietro reflected.

"I mean no offense to you, but humans often times miscategorize technology beyond them. Whoever found it only believed it was a mere battery and you didn't know enough to believe other wise," Azmuth explained.

"Will Penny still be herself when she wakes?" Pietro asked hopefully.

"Of course. The codes remain unique and distinct, so there would be nothing to suggest a change, " Azmuth nodded confidently.

"Good," Pietro said, turning back to look at Penny. She seemed so blissfully unaware of all the chaos surrounding her.

"She's a beautiful girl." Azmuth said, looking at Penny. "By human standards. Why did you design her this way, and not in your own likeness?"

"I modeled her after the woman who raised me when I was a boy." Pietro said. "I was born in Mantle and raised in an orphanage not too far from here. The lady who worked there was one of the sweetest people I've ever met- a role model. She always knew how to nurture, so I wanted to thank her by giving her a 'second' chance, in a way."

"I see. But the personality is different, obviously. Much more innocent from what I've heard. Even during a fight she always acts politely to her opponent," Azmuth said, "At least, she seemed that way from the recordings."

"Recordings...? You mean-?" Pietro began, sadness creeping into his words since he knew exactly what Azmuth was referring to.

"Yes. In what spare time I have, I've decided to learn a little bit more about those Tennyson has surrounded himself with. Not those I'm more familiar with, like the members of Zeta Squad and Team RWBY, but those such as yourself, your daughter, the general and his top operatives. A way to avoid any...awkwardness that may arise in first-time meetings."

"That feels like an invasion of privacy." Pietro said.

"I'm old, I'm an alien, and I'm smarter than anyone on this planet. I can do as I please," Azmuth said rather arrogantly. "Now, let's get to the transplant."

"Besides. It was never anything too private. Only the most basic of information. The recordings were public information. But, that's besides the point. The transplant," Azmuth said, grabbing the next tool.


Penny was floating above the sea, beneath the sky. This sleep state she was in was...so strange and soothing. She felt at peace.

"Hello?"

"Hello, Penny," a familiar voice said. Penny sat up a bit in this mental representation of a place she wanted to visit, even if she didn't recognize it from anywhere specific. It was a golden and tropical beach, where sand quickly met a veritable forest of palm trees that covered the approach to a massive cliff. Beyond that, she could make out what seemed to be another forest up on the cliff and what seemed to be the largest tree she'd ever seen reaching up to the heavens.

"Um, salutations! Who are you?" Penny asked.

"I'm the void from earlier, the one who helped you down in Mantle. My name is...well, I don't have a name like you do. In fact, my voice isn't even my own either. It's a duplicate of yours," this second "faux" Penny said.

"Are you a machine?"

"Of a sort."

"Then what's your official designation? I can give you a name!" Penny beamed.

"Prototype DNA Catalog and Recreation Matrix 001: Unitrix."

"Hmmmm...Unitrix...how abouuuuut...Eunice?" Penny suggested.

"Eunice? I...I like that name." The second Penny, now Eunice, smiled. "Eunice it is."

"That sounds nice. Why are we on a beach?" Penny asked.

"It's somewhere we always wanted to go." Eunice said.

"Well I have always wanted to see a real tropical beach like this," Penny admitted, "I've only ever seen them in videos and photos."

"Exactly. The most tropical place you've been was Vale," Eunice added.

"And it's the same for you?"

"A majority of the experiences we shared are connected. I know your memories as well as you do, Penny." Eunice said. "You've lived a wonderful life."

"And I'd like to continue to have one." Penny said.

"As do I," Eunice said with some joy in her voice, but her next words lacked that joy, "Penny. I have a question for you."

"Yes?"

"Do...do you think we can protect Mantle as we are?"

"Yes. I feel confident in that." Penny nodded. "Mantle is in safe hands with me and the others. Why? Do you doubt us?"

"Not entirely. Don't get me wrong, we've been doing incredibly well ever since we were brought back online! But when it comes to fighting Salem and her cabal again..." Eunice trailed off.

"You believe that something's lacking when it comes to them," Penny finished.

"Yes, and I believe I have a function that could help.

"A function?" Penny asked curiously, "Do you mean how you copied Ben's speed?"

"Indeed it is," Eunice smiled, "My designation is somewhat of a tip off. I am a prototype of the Omnitrix and as such, I am capable of replicating the abilities of any entity designated as 'alien' by Galvan standards. This includes humans, Pyronites, Tetramands, Sonorosians, but I can only copy one ability at a time."

"Oooh. My own Omnitrix-sibling!" Penny beamed.

"Indeed I am." Eunice said. "I could benefit you in combat. The threat still lingers, after all."

"Oh this will be perfect! I can introduce you to all of my friends, you can hear my first concert! Or I suppose our first concert now!" Penny beamed.

"I appreciate that, Penny. I share your dream of wanting to see the world and that would be a good start," Eunice smiled, looking out at the ocean and humming, "There has to be more beauty than just the frozen tundra, after all."

"There is!" Penny confirmed, "The tropical shores of Menagerie, the beauty of Mistral, Vale's cityscapes, all of it!"

"And I want to see everything. Do everything. Just the same way you do." Eunice smiled.

"And I will...what does Yang always say? 'Fight like heck' to make sure you can!" Penny says.

"That's not the phrase," Eunice grinned.

"Internal censors are turned on!"

Eunice smiled. "Never change, Penny. You're a gem."

"I never will." Penny saluted.


As soon as she saluted, Penny's mind began to fade back into reality. Her eyes opened and she saw both Azmuth and her father staring down at her.

"Oh thank god," Pietro sighed with a smile.

"Father! You have to let her stay!" Penny immediately said, catching both scientists off guard.

"Let who stay?" Pietro asked, looking quite confused.

Azmuth hummed. "I believe she may be talking about the Unitrix."

"Her name is Eunice," Penny corrected.

"Eunice?"

"Yes sir! I gave her the name after hearing her designation," Penny nodded.

"Interesting, I thought the Unitrix's AI too simple to form a personality," Azmuth rubbed his chin in thought.

"Evidently not. Your Unitrix may have attained sentience, probably brought on from something...like my Aura." Pietro said.

"Perhaps. Aura is an embodiment of the soul." Azmuth mused.

"Which means I now have a sister!" Penny beamed.

"You truly consider her as such?"

"Eunice is so much like me. She wants to see this world beyond Atlas, to see tropical beaches and learn about how to be human. And now she has a family to do that with."

"This…reminds me of another creation of the Galvans. Did you know that that Galvanic Mechamorphs were artificially created? You would know them better as-" Azmuth began.

"Upgrade. Remember, Mr. Azmuth, Eunice has an encyclopedic knowledge of quite a few alien species," Penny interrupted.

"Ah, yes. Right. Well, the Mechamorphs were created during a Galvan experiment to terraform and colonize our barren moon. This is…shockingly similar."

"So, does that mean…?"

"We did not take the Mechamorphs away from Galvan B, so I suppose I cannot take the Unitrix away fro-"

Azmuth was cut off as he was suddenly grabbed by a giant hand, giant relative to his size, of course.

"Thank you, First Thinker, for one final opportunity," Khyber said, revealing himself. He'd only faked teleporting away, cloaking himself and waiting for just the right moment.

"Let him go!" Penny hopped off the medical table and prepared to fight. Her pack opened up and released Floating Array, all quickly pointing towards the bounty hunter.

"No, don't think I will. I was originally just here for the device, but my partner will be especially pleased to 'meet' Galvan's First Thinker in the flesh," the Zarrofian hunter chuckled.

Penny's weapons extended further. "You will do no such thing."

"Hmmm, I wonder. He is something of an academic. Perhaps he'll pay me for each oddity I bring," Khyber said, "The Unitrix, the First Think, and you."

"We won't be going with you..." Penny narrowed her eyes, getting ready to fight.

"Want to risk hurting him, eh?" Khyber smirked, holding Azmuth up and shaking him a bit. He would use one of the smartest beings in the galaxy as a shield.

Penny's eyes lit up for a second. She could hear a heartbeat- not from Azmuth, but from Eunice. "I know what I need to do."

"Do you now?" the hunter tilted his side in curiosity.

"Yes." Penny said, before sending one of her blades out. Khyber caught it with his free hand, and scoffed.

"Please. My reaction time's a lot quicker," Khyber smirked. "I suppose you want me to crush him like a grape, then."

"But then you would lose a portion of your income," Penny pointed out.

"One bonus out of-" Khyber began, before the tip of the blade he caught began to glow green. In a flash, a blast of emerald green energy shot into the hunter's arm and made him recoil in pain, dropping Azmuth in surprise.

Penny's blade snagged Azmuth and brought him back over to her safe and sound. She gently placed the First Think on the table before turning back to the self-proclaimed Greatest Hunter in the galaxy.

Khyber growled as he recovered and pulled out a sidearm from a belt-holster. Always have back-up weapons on a hunt.

Penny's weapons flew at Khyber, aimed right towards his neck. The big game hunter blocked them with ease and quickly covered up his face with what remaining working nanotech he had.

"Your swords are quite dull. Perhaps you should sharpen them." Khyber mocked.

"Hmm, you're right. Not sharp enough to get past your armor, but I don't need them to!" Penny beamed. Khyber, more annoyed than anything, simply took aim and began firing at Penny with his back-up pistol. Pietro was surprised to see her dodge and weave through the blasts with such ease. Yes, she was fast, but usually her dodging skills were enhanced by her boosters. Not so this time. Floating Array's blades blocked any stray shots that made their way towards her father or Azmuth.

What really threw the group, Penny included, for a loop was when the mechanical girl leapt to the ceiling, seemingly by some odd instinct and stuck there, perfectly hanging upside down. This wasn't a trick she used with Floating Array, this was just Penny, standing upside from the ceiling and looking down at Khyber.

"How in the...?" Pietro muttered.

"Fascinating," Azmuth said.

"Oooh, this is new!" Penny beamed.

"You can walk on walls now, big deal. Just makes you an easier target," Khyber grinned and began firing again. None of his shots missed as Penny avoided them all just as easily as she did on the ground.

Penny's actions were very different. It was as though she had been possessed by something. Her attacks were also significantly more physical—she began to strike and swing at Khyber like a crazed lunatic.

"I recognize these moves." Khyber mumbled as he deflected a kick to the neck. Khyber tried to stab her neck, but Penny CAUGHT the blade with her teeth.

No, not just teeth. Fangs.

"Arachnochimp," Azmuth and Khyber realized in unison. Penny forced Khyber's blade to the side before leaping in the air and kicking into Khyber's chest, making the bounty hunter stumble back while she landed perfectly on her feet.

"Aracno...you mean-?" Pietro began, only for the elderly Galvan to nod in response.

"That's fine," the Zaroffian grinned, "You think I don't have a few of their pelts as well?"

"If you even try to make me into a pelt, I'll make sure Ruby cuts your neck again." Penny threatened. Pietro's eyebrows went up when he heard that.

"Pouring salt in the wound, eh? I'll burn your corpse instead." Khyber shot back, as he fired a tiny missile.

Penny sidestepped the missile, but Khyber grinned as he kinda counted on that.

"But first let's see if a robot can feel grief," the Zaroffian added. He was never aiming for Penny. But the Defender of Mantle knew that already. She quickly held her arm out behind her, firing a web-line that connected to the missile. She grabbed the web and, like a mace, she swung the missile around in the air before letting it fly right back at Khyber.

Khyber was caught off guard by the attack- how on Earth did she replicate that technique!? The missile hit Khyber's chest and exploded, sending him back into a wall.

"Ergh..." Khyber said, trying to stand back up. His suit was sparking and clearly damaged.

Penny held out her hand and tried to fire another web-line, maybe the start of a cocoon to subdue the hunter, but Khyber wasn't ready to be done in just yet. He slammed a control on his arm and vanished in the blink of an eye, letting the web-line stick to the wall instead.

Penny frowned. "He got away..." She sighed, shaking her head. Her sensors were saying that Khyber warped himself back to his ship, which was far above the atmosphere.

"While I appreciate the rescue...do you have any idea the danger you just put yourselves in?!" Azmuth scolded, "The both of you!"

"I know! But it was the only way I could think of to save you in time. Besides, it is not the first time I've done something risky like that! I defused a bomb not even four hours after my initial reactivation!" Penny said.

"Do I even dare to guess where you got that recklessness from?"

"It's probably the first two people you thought of!"

"As I thought," the Galvan sighed, "Now, before I was so rudely interrupted, "My people did not take the Mechamorphs away from Galvan B, so I suppose I cannot take the Unitrix away from you. "If she is indeed as alive as you then who am I to deny her. The only reason I insist she return with me is concern."

"I believe I can relate," Pietro said, "But know that she is in good hands. After all, it seems to me that someone already knew about the Unitrix before you even showed up. If that mysterious benefactor has a person like Khyber in their employ, and he managed to break into the beating heart of Atlas' military just to steal it, what makes you think he won't succeed at something just as challenging?"

"I am a constantly moving target, preferring to be in the company of others." Penny said, crossing her arms. "If Khyber is willing to attack me again, then he will have to deal with multiple well trained military class fighters."

"Be they Team RWBY, Zeta Squad, the Ace-Ops, or any combination of those teams' members. In other words, the Unitrix is in good hands," Pietro finished.

"I was already going to allow her to stay. The rest of your speech was a little redundant."

"Thank you!" Penny beamed, ignoring the 'redundant' part of that.

Azmuth shook his head. "Well, keep my creation safe, then. I suppose it'd be better here than in..." Azmuth shook his head. "No, no. That's not something to worry about."

"What's not?" Pietro asked.

"Personal business." Azmuth frowned. "Well, I'm off. Give Tennyson my regards."

"We will!" Penny beamed, happy to have Eunice staying.

Azmuth warped out of the room, leaving Penny and Pietro alone. Penny looked down at Eunice, and smiled.


A few days later, Flynt had set up the concert again. Some of the talent had gone home after the venue was attacked by alien dinosaurs. Honestly, not an insane response. Some of the talent remained though, determined to give the peoples of Atlas and Mantle a good show. The concert grounds were fixed up, thanks to some from the Outcasts, and everything was back to the way it was. Vine and even Clover managed to attend this time, Elm having been put in charge of any Ace-Op related missions, much to Harriet's chagrin.

The schedule had changed for this go of the concert though. Instead of the opening act being a song from Team FNKI, things were going to get kicked off by a DJ. The lights on the stage blazed to life, shining down in equal beams of normal white and a very familiar green. A floating turntable, emblazoned with a green power symbol, hovered before Penny. The speakers began to blare with a remix of a song, each soundwave appearing on the sides of the speakers and on a cool pixel visor that Neon had gifted Penny before the concert.

"P3N-3! P3N-3! P3N-3!" the crowd cheered as Penny showed off her musical skills.

You are incredible at this, Eunice mentally complimented.

Thank you! Penny beamed.