A/N: Greetings everyone! Welcome back to Ben 10 RWBY and the third and final part of "The More Things Change"! As we saw last chapter, the gang ended up running into an old villain from Ben's rogue's gallery, one that even the Omnitrix bearer didn't see coming. So how will the gang be able to handle him? Well, let's dive in and find out, shall we? This is…

Chapter 14: The More Things Change, Part 3

…..

Up on the surface, Max and Ignacius Baumann were standing outside of the latter's store, keeping their eyes on the road as they waited for the team's backup to arrive. It had been about twenty minutes since Max had called Rex and he was already getting a bit antsy, tapping a finger on his arm as he kept them crossed. Baumann eyed his old friend before clearing his throat, hoping that some casual conversation would help him relax. "Ahem, so… tell me Max, what's this other world like, exactly? Remnant, you said it was called?"

Max's eyebrows shot up and his eyes darted over to Baumann, somewhat started. "O-Oh, uh, yes… Remnant." He rubbed the back of his head. "Well, let's just say it's not the safest place in the multiverse, I can tell you that much. Between the forces of evil trying to take it over and the general danger that the Grimm pose, I wouldn't recommend living there. A great place to vacation to, though… maybe."

"Hm, I see." Baumann nodded. "Well, if that's what you have to say then I suppose I'll take your word for it." At that moment, however, the store clerk's ears perked up, hearing a pair of approaching engines closing in. "Oh, I think that might be them."

"Ah, thank goodness." Max sighed as he saw Rex pull into the place first on his Ride, with Weiss holding on to him on the back. Right behind them, Max saw Coco's roadster pull into the parking lot as well, the horn beeping twice as it pulled to a halt and signaling their arrival. Max strolled up to Rex as he deactivated his ride, holding onto Weiss all the while before setting her down to the ground. "Rex, Weiss, good to see that you've made it."

"No problema, Max." Rex assured. "Trust me, we wasted no time after we got your call."

Weiss pursed her lips slightly in annoyance. "Yeah, the only reason it took us a while was because of the traffic. Ugh, you have NO idea how busy downtown is." It was then that she noticed the other man standing next to Max, whom she greeted with a smile. "Oh, and you must be Mr. Baumann."

"Indeed, I am." Baumann greeted back with a grin. "And YOU must be Weiss and Rex, right? I heard about you from Max. It's a pleasure."

Weiss bowed her head politely. "Likewise." She glanced over to see Coco and Velvet as they climbed out of the car and strolled over, the former looking rather annoyed. "Uh… Coco? Everything okay?"

"Grr… I swear I HATE bumper to bumper traffic." Coco mumbled before shaking her head and putting on a smile to greet Max. "Hey there, Mr. Tennyson. We got your message, so what's the story?"

"We heard that Ben and the others got themselves into a spot of bother, yeah?" Velvet asked.

Max gave the two a nod. "That's be right." He jerked a thumb over to the crater in the ground where the empty storage building once stood. "Ben and the others all went down there chasing after our perps. We haven't heard back from them in a bit, so we were hoping that you all could head after them."

The four teens all turned their heads toward the crater and their eyes widened instantly. They all moved over to take a closer look at the massive hole in the ground, quite stunned at the size of it. Rex let out a whistle and placed a hand to his hip. "Damn, now THAT is un gran hoyo." He faced Max again and asked; "What DID this?"

"Some sort of strange explosive device that the racketeers had." Mr. Baumann answered. "It was an energy bomb that had created its own forcefield. We couldn't deactivate it, so the team threw it into that abandoned building." He gestured to the massive hole. "And well, from there, I think you can do the math."

"I'm sure." Weiss concurred before her gaze shifted to Max once more. "By the way, we heard that Swift got hurt in the crossfire. Is she okay?"

"I'm good!" The quartet spun their heads around at the sound of the aforementioned Aerophibian's voice, seeing her come walking out of the store and over to them. She had shed her black leather jacket and had pulled up the sleeve of her white t-shirt, leaving her bandaged upper arm visible for everyone to see. "Hey guys! 'Bout time you got here."

Velvet perked up and went over to meet her. "Oh, Swift! Your arm!" She began inspecting it in concern. "Are you alright? How serious is the wound?"

Swift shook her head and chuckled lightly. "Hehe, relax, Vel, I'm all good. The laser only just grazed my arm and left me with a burn. The most damage that was done was to my poor jacket."

Baumann came over and pointed to the bandage. "Thankfully I had some aloe from Flors Verdance on hand. The burn should be cleared up in about twenty-four hours given how fast it works."

"Well, that's a relief." Coco grinned before raising a brow at Swift. "So… you get the job yet?"

Swift rolled her eyes at that. "Yes, yes I did. I start working on Friday. I'll admit, not all that psyched, but like I've been telling myself; it's better than rotting in a cell."

"Ain't THAT the truth?" Rex nodded. "Well, congrats on getting the job, Swift!"

"Yes, congratulations." Weiss concurred. "I hope you do well."

"Heh, same." Swift shrugged. "But hey, enough about me. Magister Tennyson, didn't you have something to give these guys?"

Max pulled something out of his pocket and went over to Rex. "Indeed, I did. Rex, here." The EVO held out his hand and Max placed a small, white device in it. The device had a circular red radar right in the middle of it, one that had a blinking yellow light on it. "This is a badge tracker that's homed in on both Rook's badge and the Omnitrix. Go underground, follow it, and you should be able to find the team in no time."

Rex smirked and held the device up, taking a good look at it. "Ah, muchos gracias, Max. This'll be a big help." He faced his group and nudged his head toward the hole. "Alright, ladies, we're headed down to the sewers, so—"

"Wait." Weiss held up a hand, and she was quite visibly disgusted. "…You didn't mention we'd be going down into the sewers, Rex."

Rex's eyes widened in realization and he rubbed his head sheepishly. "Oh, hehe… right. I-I was kinda saving that for when we got here since… well…"

"You'd know we'd probably wouldn't like it if you mentioned it beforehand?" Coco guessed. She received a slight nod from the boy before sighing to herself. "Well, you're lucky that we just got done shopping, I'll say that much. C'mon, Weiss." With that, the duo went right back over to Coco's car and opened up the trunk, leaving everyone else confused aside from Velvet. When they came back, however, they had changed their footwear… and a part of Rex couldn't believe what they were wearing. They each wore a pair of rubber rain boots, with Coco's being black while Weiss' were a dark blue. "Okay, we're ready to go!"

Rex blinked to make sure he wasn't seeing things. "Are… are those galoshes?" He eyed Weiss in particular. "Are you wearing galoshes?"

"You seem surprised, Rex." Weiss grinned. "After yesterday, you should know I have no problems wearing casual clothes now." She showed off her galoshes with pride. "Besides, you never know when you might need them!"

"Yeah, but… they're galoshes!" Rex repeated. "And they're not even white galoshes!"

The former heiress scoffed and shook her head. "Of course, they aren't. Do you KNOW how fast white galoshes would be ruined? Especially in a sewer? Yeah, not taking that chance." She gave her blue goulashes a pat before heading over to the hole. "Now come on, enough with the chit-chat. The others are waiting for us."

…..

"PSYPHON?!" Ben exclaimed. "I can't believe this!"

Back underground, the situation was still as tense at it ever was. The team were still keeping their hands up in the air as multiple aliens kept their weapons trained on them, their eyes glaring in contempt. And up above on the scaffolding, Psyphon was still grinning maliciously down at the heroes, his red eyes focused on Ben in particular. "Well, believe it, young hero." the former aid to Vilgax proclaimed. "For it is indeed me. And I must say, it has been quite a while since we last saw one another."

"Not long enough, if you ask me."

Yang eyed her boyfriend with a quirked brow. "Uh, Green Boy? Mind giving us some context here?"

Ben narrowed his eyes slightly at the villainous alien above them. "That would be Psyphon. He's one of Vilgax's followers. Followed him around a lot when he came back a couple years back."

Psyphon raised a finger at that. "Ah-ah, correction! I USED to be one of Vilgax's followers. If you hadn't noticed, I've gone into business for myself. And, if I may say so, I'm doing rather well at it."

"So, that means YOU'RE behind all this, huh?" Nora asked. "Jacking up the alien stores in Bellwood to make a quick buck?"

"Kinda surprising considering you were always Vilgax's third toughest lackey." Ben commented.

"Hmhmhm, it would seem you have underestimated me, then, Ben Tennyson." Psyphon chuckled with a shake of his head. He spread his arms out to his forces below him, as well as the shakedown machines. "As you can see, I have accumulated quite the considerable following since we last met. Speaking of…" Psyphon set his attention down to Bubble Helmet, who shrunk back under his master's gaze. "You led Ben Tennyson right to me. I don't know whether to thank you… or eviscerate you."

Bubble Helmet went for broke. "Uh… thank me?" ZZZZAAP!"AAAAAUUUGHH!" All at once, Psyphon grabbed a laser blaster and shot it right at Bubble Helmet, the energy crackling all over him and causing him immense pain for a good few seconds before he fell to the ground, unconscious.

"Thank you." Psyphon threw the blaster down and wrung his hands eagerly. "So, you must be wondering whatever became of me, Tennyson."

Ben sneered a bit. "Yeah… not really. To be totally honest, I kinda thought you just left Earth by yourself. That said, what the HELL did you do to yourself? Last I saw you, you looked a lot less… scary."

"Ah, yes, a very positive change, might I add." Psyphon said as he admired his sharp claws. "It really is amazing what the right cybernetic enhancements can do. After all, my old appearance was hardly threatening. But now… I have—"

"REALLY big eyes." Ruby said with a small grin, taking Psyphon by surprise. "Plus, they look pretty red, too. Maybe you need some eyedrops?"

Psyphon blinked before shaking his head, his malevolent grin returning. "W-Why, yes… all the better to glare at people with, dear girl."

Ruby's smirk increased. "And those teeth, so sharp and… yellow. You might need to practice better hygiene."

Psyphon's expression faltered, his grin switching to a frown as he heard the group of teens begin to laugh at him. "Hm, yes, but all the better to instill fear with."

"And that JAW is enormous!"

The team couldn't take it anymore. They all began to laugh out loud, with Yang and Nora clutching their sides in particular. Ren and Rook were the only ones who held back, but even then, they couldn't help but wear amused grins at Ruby's jabs. Psyphon, however, was NOT in a good mood. "ENOUGH!" His reverberating shout was enough to silence everyone, their eyes snapping right back up to him as he pointed at Ruby. "I don't know WHO you are, little girl, or who you THINK you are, but it would NOT do you well to insult me!"

Ben rolled his eyes. "Oh please, Psyphon. I beat you in the past and I can do it again, especially since I've got my OWN team with me, now."

"Oh, yes, you still think of me as a humble servant, don't you, Tennyson? Well, you would do well to remember that now, I am the master." The villain closed his eyes and wagged his finger at the team. "So you cannot imagine the joy it brings me to say these words;" Psyphon opened his eyes and, with a smirk, he ordered; "GET THEM, BOYS!"

Without missing a beat, the aliens began shooting all of their blasters at once, making the team holler out in shock. "Oh shit, quick! Regroup and get back!" Ben said as he grabbed Yang by the hand and led her away, with everyone following his lead. The team sprinted toward a nearby open train car and clamored inside, with Yang pulling the doors closed by hand to give them at least a little time.

"Hah, okay, now what?" the Blonde Brawler asked.

"We need to pick them off." Ren suggested. "We won't get anywhere if we charge in head on."

"Plus we need to destroy those shakedown machines." Penny added. "If Psyphon takes them all up to the surface, then Bellwood is doomed."

Ilia placed a hand to her chin. "We'll need something to draw their fire, though. So that we can take them all down easier."

Ben smiled and raised the Omnitrix. "And that's where I come in." He pointed over to the windows on the other side of the train car. "You guys climb out of those windows and circle around to take those aliens by surprise. I'll head out the front way and give those creeps something to shoot at."

"Count me in on that." Yang raised an eager fist. "We'll get started on taking out those shakedown machines, too. Let's do this, Green Boy."

Ben nodded to her and the others. "Alright, we all clear on the plan?" POW! "WOAH!" At the very last second, Ben ducked out of the way of a laser blast that came right through the side of the train, the heroes' eyes all widening as it exploded against the other wall. "…Okay, that'll have to be a yes because we can't stay here. Let's do this!" The group let out a cheer and took their places, with Ben activating the Omnitrix. "Okay, watch… please don't mess this one up." The green-clad hero pressed down on the Omnitrix and transformed in a flash of light… and thankfully, he got what he wanted.

Outside of the train car, the alien gangsters all saw the bright flash of green as well, causing them to stop shooting for a moment. There was a dead silence for a few moments before a smaller alien with eyestalks went to the door to investigate… only for a metallic, clawed hand to burst out of it and grab hold of him. "GAH! Helphelp—" BAM! In a split second, the alien was shot right out of the hand, almost as if he had gotten hit with a piston. "HEEEEELP!" CRASH! The alien was sent careening into a couple of his cohorts and they went flying into a pile of metal barrels not too far away.

BOOM! The gangsters all spun around in time to see the train car's doors be blown right off, revealing a certain Talpaedan standing on the other side with his arms raised. "ARMODRILLO!"

Yang, who was crouched on Armadillo's left shoulder, couldn't help but grin from ear to ear. "Aw yeah, favorite alien, bar none." With that, she leapt right off of Armodrillo and landed in front of the other aliens with a wicked, toothy grin. "Hello, boys." She slammed her fist into her palm and popped a few muscles in her neck. "Let's get down to business, shall we?"

In a matter of moments, total chaos had erupted all around the couple, the two of them throwing powerful punches left and right at the oncoming aliens while also keeping their sights on the shakedown machines. Armodrillo was able to make it to the machines first, swiping his arm at them to make them all topple over before crushing them with a mighty punch. Yang followed suit and leapt over several aliens' heads to get to the machines, punching them while shooting from Ember Celica to destroy their control panels. It was then, however, that Armodrillo saw an alien approaching Yang from behind, lifting its blaster up and taking aim at her. "Yang! Heads up!"

Yang spun around in time to see the alien… crumpling down in a heap as it was blasted with an electric shock. She glanced up to see Ruby on top of the train and taking aim with Crescent Rose, with a Lightning Dust cartridge loaded into it. "Ha! Thanks, sis!"

"Don't mention it!" Ruby said before shifting Crescent Rose into scythe mode. "Okay team, let's get started!" The Hooded Huntress used her Semblance to rush down to the gangsters, appearing before them as she swung her scythe. The aliens themselves weren't hurt in the slightest… but their weapons had all been cut cleanly in half, falling to bits in their hands.

"Right behind you, Ruby!" Penny shouted as she leapt right over the train and her arms transformed, her Floating Array blades shifting out from them. The redheaded android landed on the ground and began slicing and dicing up the aliens' weapons along with her best friend, the two just going right at the gang of aliens without hesitation.

However, when one alien found his weapon destroyed, he quickly retaliated by pulled out a pair of energy blades from two holsters on his back. "Oh, think yer pretty slick, huh, ladies?! GRAH!" He swung forward with his swords, only for Penny to cross her blades and block the attack.

"And what if we do?" Penny countered. "What will you do about it? Because let me say this right now…" She reared her leg up and activated one of her Block Busters, kicking the alien right in the gut and knocking the wind out of him… while also sending him flying back several meters. "Your form is quite sloppy."

At the same time, Ilia had managed to sneak up on a trio of aliens by blending in with the shadows, her skin and hair having turned completely dark. Once she got in range, she activated her Lightning Lash and whipped the three of them in the back, causing them to let out screams of pain as they were zapped several times over. They fell to the floor and Ilia emerged, placing a hand on her hip as her colors changed back to normal. "And THAT is what you get for working for a psychopath. And for good measure…" She whipped her lash around and destroyed all of their weapons in the blink of an eye.

Meanwhile, a huge pink explosion sent many more aliens flying in several directions, accompanied by a maniacal laugh that could only belong to one person. "AHAHA! WEEEE!" Nora flew on her hammer through the air before she brought it crashing down on another alien, knocking them out cold. "Heeheehee! Oh, this has been the BEST DAY EVER! Getting to beat up alien criminals is something I've wanted to do for the LONGEST TIME!"

"We can tell, Nora." Ren said as he ran up and sliced through another alien's weapon with Stormflower, elbowing them in the face to knock them out. He gave a smile over to his best friend with a nod. "And I must admit… this HAS been rather exciting."

"Haha! See? You ARE having a good time!" Nora beamed before hearing something come up from behind her. "Hm? What's tha—" BAM! "AAAAUUGH!" It didn't take long before a familiar orange and black fist came flying right at Nora, sending her careening right into the train car. The impact was so powerful that Nora's body left a huge dent in the car, the redhead groaning as the fist flew back to its owner.

"Nora!" Ren ran up to his partner and placed a hand on her arm, visibly quite concerned. "Are you alright?! Speak to me!"

"Ugh… did anybody get the number of that BITCH?!" Nora snapped.

"BAW-KAWK!" The sound of a loud crow made Ren snap his head around, catching sight of both Liam and Fistina almost immediately. The chicken man had his arms crossed while Fistina had placed her hand back on her wrist, the two of them glaring at Ren and Nora. "Bawk-bawk, we've got unfinished business with you two!" Liam clucked.

Ren furrowed his brow as he helped Nora out of the indent she left. "It figures that YOU two would still be here."

"Indeed." Fistina punched her fist into her palm. "And I am looking forward to rematch with little hammer girl." She made a "come at me" motion with her hand. "So bring it!"

Nora sneered as she hefted Magnhild up, popping a few muscles in her neck to relieve the pain temporarily. "Oh, you WANT me, Chromedome?! Then you've GOT ME!" She spun her head around and nodded to her partner. "Ren, let's take down these clowns!"

"Right, let's go!" With that, the duo sprinted forward, with Fistina and Liam also taking their respective opponents on. The moment that Ren and Liam's blades connected, sparks began to fly with every swipe, slice and hit, the two combatants keeping pace with one another as they went. Whenever Ren went for a kick, Liam would block it with one of his own. If the green ninja tried to pull back for some distance, the chicken alien would keep the pressure on.

"Bawk-bawk! You can't keep this up forever!" Liam taunted.

"Yeah, you're right." Ren agreed. "But there is ONE thing that I have that you don't…" The moment Liam went for another strike, Ren parried it with one of his own… while at the same time, pulling Stormflower's trigger. The force of the bullet hitting Liam's blade made the alien's arm bounce back with much more force, eliciting a painful crow from him as he winced and held his shoulder. But in doing so, Ren finally had the advantage. He kicked up and slammed Liam right in the beak with his foot, the force making the chicken's head snap back. Ren then rushed up and sliced his blades cleanly in an X shape across Liam's chest, making him holler in agony before one final blow to the head managed to knock Liam out cold.

Ren breathed hard as he stood over his opponent, keeping Stormflower tight in his grip. "Hah… hah… well… I can definitely say one thing; this is for the birds."

Back over with Nora and Fistina, the robotic alien was matching Nora's hammer strikes with those from her fists, the sounds of massive clangs echoing throughout the entire station. "Ahahah!" Fistina laughed. "You cannot hope to do damage to me, little pink girl! My armor is made of Techadon armor! You may be strong, but you cannot hope to dent my armor!"

Nora narrowed her eyes slightly. "Not too sure what you mean by that, but I don't need to wreck your armor to beat you!" She stopped swinging her hammer and jumped back, tossing her weapon up in the air and converting it into its grenade launcher form. She caught the weapon and aimed it right at Fistina, the front of it opening all the way to reveal the remaining grenades that were inside of it. "INCOMING!"

BLAM!All at once, the explosives all went off in a massive pink display, knocking Fistina up off the ground and right into the air. The large alien had to wince as her eyes were filled with dust… but she could still make out a flying Nora coming up straight toward her, with Magnhild back in its hammer form as she belted out a battle cry. "GYAAAAAH!" With one good swing, Nora smashed her hammer right into the side of Fistina's head… and much to the Pink Dynamo's horror, her dome-shaped noggin was sent right off of Fistina's body.

"AAAAH!" Nora screamed as she landed, with Fistina's body clattering down right next to her. "N-No! I-I didn't mean to! Th-That wasn't supposed to—"

"Hey!" Nora's eyebrows snapped up and she craned her head down… seeing that Fistina was still quite alive. "You took my head off!"

Nora blinked in shock and she pointed down to Fistina. "So, wait… your body is completely robotic… and you're ACTUALLY just the head?"

"Yes, and you will PAY for doing this to me!" As Fistina said that, her body stood up and raised its fists… only to start moving erratically and without direction. "Wha—Hey! Stop it! Get over here and pick me up!" Unfortunately, the body didn't seem to know where it was going at all, much to Fistina's irritation. "BAH! I will not stand for this!"

"I can't tell if that was a joke or you're serious." Ren said as he stepped over to Nora, giving her a smile. "Are you okay?"

"Never better!" Nora said cheerily as she eyes the frustrated Fistina. "I finally managed to take her down, so there's that." She gave Ren a playful nudge. "And hey, nice work taking down the chicken man! Really showed that yellow-bellied rat what for!"

Ren wore a sheepish grin and let out a chuckle. "Hehe, thanks. But we've still got a lot of work to do here."

Nora brought up her hammer and gave him a wink. "Right! Let's smash those machines!"

…..

Back at the main fight, Armodrillo was doing exactly that, picking up the shakedown machines before just launching them into the crowd of aliens with his piston-powered hands. The aliens were being struck down like bowling pins while others charged at Armodrillo, hoping to bring him down. "Alright, break it up, everyone!" Armodrillo called out before grabbing onto one of the aliens and chucking him right at his comrades. "Better yet, lemme break it up FOR you!"

Yang, meanwhile, had managed to pick up one of the shakedown machines and was balancing it in her arms, steadying herself for what came next. "Heads up, suckers!" With that, she tossed the machine like a caber and sent it plowing right into another group of aliens, who went down without issue.

Not too far away, Rook had gone for a more subdued approach, sneaking up on a trio of aliens who were currently firing at Penny and Ilia, the duo having taken cover behind a short wall. The Revonnahgander glanced up and saw a shelf situated high above the trio's heads, which was holding a whole bunch of junk and debris. He aimed his Proto-Tool up and shot out the supports, causing the shelf and its contents to collapse onto the three aliens and bury them.

Having heard this, Penny and Ilia peeked up from their cover and smiled when they saw what Rook had done. "Hey, thanks for the assist, Rook!" Ilia called out.

"You are most welcome." Rook nodded as he stood over the trio of criminals, his eyes moving to them thereafter. "Forgive me, I haven't any witty remarks."

Yang spun around toward him, the Blonde Brawler giving him a thumbs up. "Don't force it, Rook. Let the wisecrack come to you."

"Very well, I will—Yang! Incoming!"

"Wha—" BAM! "AUGH!" By the time Yang had gotten his warning, it was too late. One of the shakedown machines crashed into her and sent her sailing straight through several wooden support beams, culminating in her being slammed into a small building across the way.

Armodrillo snapped himself around at the sound of his girlfriend being hurt. "YANG! Hang on, I'm—" But before he could go anywhere, Psyphon suddenly appeared in front of him, the villainous alien holding a shakedown machine… with one hand. "Oh, cra—AAAAAGH!" Just like he had done to Yang, Psyphon threw the shakedown machine at Armodrillo so hard that it sent him straight through a nearby wall… which actually brought them straight back to the main area of Undertown.

As Armodrillo fell back to the town below and Psyphon followed, Ruby ran right up to the hole and shouted; "BEN! Hold on!"

"Ugh…"

Ruby's eyes snapped open and her head whipped around to the massive pile of rubble that was the building her sister crashed into. She ran to it and began to dig Yang out while calling out for her. "YANG! A-Are you okay?! Say something if you can—" BAM! Without any warning, Yang's hand suddenly shot out of the rubble… and it was surrounded by a blazing aura. Yang emerged from the rubble soon after, and it was evident by the red-eyed glare that she was NOT happy. "…I'll take that as a "yes"."

Back down in Undertown, however, things were not going so well for Armodrillo as he crashed into the middle of the street, frightening the populace and making them run away just as Psyphon flew down to meet him. "You know, it isn't a pleasant feeling when your plans get ruined by a meddlesome hero." Psyphon commented. "Now I realize why Vilgax was so pestered by your very existence."

Armodrillo picked himself up and rubbed his head, his eyes narrowing at Psyphon. "Yeah, I kinda have that effect on bad guys."

"I can see that. But still, did you not think I would be unprepared for your interference?" Psyphon raised his arm up and balled his hand into a fist… before his forearm opened up and revealed a rather deadly-looking weapon that took aim at Ben. He fired the gauntlet blaster and hit Armodrillo directly in his right arm, and in an instant, it began to shake uncontrollably. Within seconds, the blaster's full effects took hold, with the hero's appendage blow up like a balloon as the armor itself became quite veiny.

With that, Armodrillo began to drill right into the ground uncontrollably, his arm now with a mind of their own. "GAAAAH! W-W-What have yo-o-ou d-d-done t-to me-e-e?!"

"Hmhmhm, my exciter beam has overloaded your nervous system." Psyphon explained. "Now you have absolutely no control over yourself!"

Armodrillo used his left arm to try and hold is right one close to his chest, only for the out-of-control limb to break free and send a massive shockwave out across the market place. As a result, several stands were destroyed all at once. "N-N-NO!" Armodrillo fell to the ground and laid on his back, shaking as he tried to stop himself. "S-S-Somebody's gon-n-na get hu-u-urt!"

"Only by you, hero!" Psyphon proclaimed before giving his best evil laugh.

The Talpaedan moved his gaze around the area, desperately searching for something that could make him stop. Fortunately, he found something he was sure would do the trick; an electrical box. 'Might hurt, but at least I'll stop!' With that thought in his mind, Armodrillo charged right up to the electrical box and slammed his hammering arm into it, a huge blast of electricity shooting out from the box and shocking him immensely. The electricity also had the added effect of timing out the Omnitrix, allowing Ben to change back to normal. The hero fell to the ground as his body twitched all over, writhing in pain all the while.

Psyphon approached him with his malevolent grin. "That twitching feeling is only temporary. But…" He raised his exciter beam up and took aim at Ben once again. "I have so many other sensations to show you…"

"Stay the FUCK away from MY MAN!"

"Huh—AGH!" Psyphon hollered in agony as he was socked right in the gut by a very powerful punch, one that made him careen back into yet another stand.

Standing where he once was, Yang glared in Psyphon's direction before jerking a thumb to herself. "The ONLY person who's gonna make Ben feel ANY sort of sensation is ME, YA GOT THAT?!" Her red eyes darted over to her boyfriend and immediately, they shifted back to their usual lavender color, her aura settling down as she rushed over to help him up. "Ben! A-Are you alright?"

"I-I-I th-think so." Ben said as he jittered in place on the ground, his eyes and mouth still twitching a bit. "Th-That wasn't p-p-pleasant, b-but I've gone through a LOT w-worse." But then, he raised a brow up at his girlfriend. "B-But… how'd you get down here so fast?"

"That'd be because of me, actually!" Ben's eyes moved up to see Ruby waving down to him from atop a nearby stand. "And don't worry, the others are on their way!"

"Hah… g-good to hear, I—" CRASH! "Oh for crying out loud!"

Psyphon blasted his way out of the rubble he was under, his eyes glowing red as they shot out twin laser blasts. He stood up and glared at the trio before him. "I have just about HAD it with all of you!" He took aim with his exciter beam and shouted; "This ends NOW—" Crunch! "…Huh?" Without warning, Psyphon suddenly felt his arm grow very cold and his eyes darted down… only to see that a huge chunk of ice was now covering his exciter beam. And, within seconds, it broke right off. "WHAT?! NO!"

"I think you mean, "yes, may I have another?"." Ben, Yang and Ruby all did an about face, their smiles going from ear to ear as they heard a certain voice approaching. Sure enough, Weiss, Rex, Coco and Velvet were all making their way to them, the former heiress keeping Myrtenaster level with Psyphon as she approached. "I don't know who you are, but I already know I don't like you if you're doing THIS to my friends."

"WEISS!" Ruby shot up and zoomed over with her Semblance, popping up next to her partner with a huge grin. "Guys! You made it! And…" Ruby's eyes trailed down and her eyes nearly bugged out at what she saw on her partner's feet. "…You're wearing galoshes?"

Weiss eyed her best friend with a proud smile. "You never know when you might need them!"

Rex raised a brow at the sight of Psyphon before turning his attention to Ben and Yang. "Uh, dude? …Who's the discount Frieza-looking guy?"

"BHAH!" Ben threw his head back and belted out a laugh. "Hahaha! Okay, that is the BEST description of Psyphon ever, dude! But long story short, old enemy, used to work for Vilgax, he's behind the whole shakedown business."

Coco adjusted her glasses and nodded at that. "Well alright then! So let's take this joker down, huh?" She was about to take out Gianduja when, all of a sudden, a rather noxious green gas began to roll through the whole area, sending everyone into a coughing fit. "HAK-HAK! Oh god! What the fuck IS this stuff?!"

Velvet held her nose as her eyes began to water. "I don't know, but it smells absolutely PUTRID!"

Ben's eyes darted around in alarm, already knowing what it probably was. And, sure enough, he saw a familiar four-legged figure come barreling through the gas at him and Yang. "Oh shit! Yang, run!" The hero shot up to his feet with Yang following him, moving out of the way before the Buglizard jumped out of the cloud of gas. Even though its attack missed, it still pursued them until they were backed up against a wall, the duo huddling close together as the Buglizard slowly closed in.

With the gas now clearing, Weiss, Rex, Coco and Velvet now had a clear view of the beast… and they couldn't believe their eyes. "…I thought we left the Grimm back in REMNANT!" Weiss exclaimed as she thrust her hands toward the predator. "What in the world IS that hellish abomination?!"

Ruby's brow furrowed at the sight of the Buglizard and rolled her eyes. "Oh gosh, are you KIDDING me?! The Buglizard's back again?!"

"The Bug-what?" Weiss asked.

"Again?!" Rex followed up.

At that point, Ben and Yang were both pressed up against the wall together with the Buglizard mere inches away from their faces, breathing more rancid gas out of its nostrils as it growled at them. "Gah! F-For god's sake, Psyphon!" Ben stammered as he and Yang held each other close. "CALL YOUR DOG OFF!"

Psyphon coughed as he stood up, his sights set on the two heroes with a hateful glare… only for the Buglizard to turn right around and start growling at HIM as well. Psyphon's expression faltered and he raised his hand, backing away slowly. "It's not mine!" he said before turning tail and running away.

"Wha—HEY!" Yang shouted. "Get your skinny white ass back—" GYAAAUUGH! The Buglizard wasted no time in rounding back toward the couple, its maw salivating as it closed in on them. "…Crap, shouldn't have done that." All at once, the Buglizard pounced at the two and they closed their eyes, with Ben tackling Yang down to the ground to protect her as best he could. However… no impact came, and instead, their ears were graced by the sound of crackling ice freezing over them.

The couple peeked their eyes open to see the Buglizard having been frozen solid in place by Weiss, who was giving the beast a harsh gaze. "Alright, I've had just about enough excitement for the moment, thank you!"

"Haha! Nice work, Weiss-cream!" Yang commended as she and Ben stood up, only to plant a kiss on her boyfriend's cheek. "And thank you for protecting me like that, Green Boy."

Ben blushed and rubbed the back of his head. "Ah, shucks, I was just doing what I do, Goldie Locks."

"Hey, guys!" Everyone's heads turned up to see Penny come flying down toward them, with Ren, Nora and Ilia all clinging onto her back. Rook could be seen coming down as well, using a zipline function on his Proto-Tool to do so. The five landed and immediately, Nora caught sight of the frozen Buglizard. "Gah, jeez, THIS thing again? I thought we beat it back!"

"So did I, but apparently not." Ben shrugged before pointing to Rex and the girls. "But hey, net positive; we've got our backup!"

Penny beamed happily at the sight of their friends. "Ah-ha! So Max DID managed to contact you all! Glad you could make it!"

Coco gave a thumbs up. "Wouldn't miss the chance to kick some ass, Pen. Speaking of, we should probably get after that skinny dude with the corpse face." Coco pointed down the street. "He headed off in that direction. Anyone wanna follow me after him?"

"I will." Ilia volunteered.

"As will I." Penny happily added.

Velvet gave a salute. "You know I'll be going with you, Coco."

And Rook gave a single nod. "Indeed, I will come as well. It is time to apprehend Psyphon once and for—" He was cut off when the ice that was holding the Buglizard began to crack, with everyone's attention moving to it. Within seconds, the beast's head was free and it belted out a roar, making everyone step back. "Well… I see we have yet another problem."

Weiss stepped up and raised Myrtenaster again. "Don't worry, I'll just freeze it back up and—"

"GYAAAH!" Just then, Velvet let out a scream of agony, her hands going up to her ears to tug them down over her head as her face was screwed with pain. "That sound!"

"V-Velvet?!" Coco went over and placed a hand to her friend's back in concern. "W-What're you talking about? What sound?"

Velvet peeked open one of her eyes and shouted; "How can you not HEAR it?! That high-pitched whistle, it—GAH! It hurts so bad!"

Ben's brow furrowed at that. "…Whistle? Vel, we're not hearing any—" But right then and there, Ben saw a flash of red energy out the corner of his eye, and immediately, his gut dropped. "…Oh man." He and the others spun around just in time to see the Buglizard begin to transform, its arms and body shifting from a reptilian form to a rockier, insectoid one. In no time, a huge rock beetle with a large horn had taken its place, but its collar was still there. It let out a roar at the team, blowing everyone's hair back until it stuck up on end. All the while, however, Ben was putting the pieces together in his head. 'It… it transformed… right when Velvet heard that whistle… oh no.'

"Well… the Crabdozer's back." Ren muttered.

"…That did not just happen." Weiss said as she spun toward Ruby and shook her shoulders. "TELL ME THAT DID NOT JUST HAPPEN!"

"Uh… hehe… yeah." Ruby sheepishly laughed. "Did we forget to mention that its collar is actually a knockoff Omnitrix?"

"Say WHAT?!"

GROOOAAAGGH! The Crabdozer let out a huge roar before charging straight for the heroes… only for the sound of activating Nanites to grace everyone's ears. In no time flat, Rex had activated his Smackhands and stopped the Crabdozer, digging in his heels to bring it to a halt. "Gah! You think you're gonna get one over on US, ya big escarabajo?!" Rex reared one of his Smackhands back and punched the Crabdozer away before snapping his head to Rook, Ilia, Penny, Coco and Velvet, nudging it down the street. "If you guys are gonna go after Psyphon, you might wanna do it now before he gets away! We'll handle Rocky here!"

Coco's brow furrowed at that. "Actually, with that thing, you guys might need ME here instead. Anyone wanna take my spot?"

Ren raised his hand. "I will. My weapons can't do anything to that creature."

"Very well." Rook said as he ushered his group to follow him. "How that we are all agreed, let's move." And with that, Ilia, Penny, Ren and Velvet all rushed down the street with Rook in the lead, going straight in the direction that Psyphon went.

As they left, the Crabdozer kept charging toward Ben, only to be stopped by Rex intercepting it with a hard punch from his Smackhands. The beast roared in defiance before finally changing targets, charging head on at Rex to try and do away with him. Rex caught the Crabdozer by the horn and pushed back with all his might… but the EVO's knees nearly buckled for a second. "Gah! Ugh, hey Ben! Can't do this all by myself here! How long until the Omnitirx is ready?!"

Ben glanced toward his watch and smiled. "Actually, I'm good to go right now!" He reached for the Omnitrix and activated it, going right for Four Arms' icon. "Okay, it's Hero—"

"Ben!" The hero was stopped when a hand reached up and grabbed his wrist, leading his sights to set straight onto Nora. The Pink Dynamo wore a determined expression as she stared into his eyes, a knowing smile coming to her lips. "I think you and I both know a good way to beat this thing back, right?"

Confusion took hold of the hero for a moment, but Yang seemed to catch on rather quickly. "Hey, yeah! Ben, it's time for a little supercharge!"

After glancing between the two young women, the realization finally donned on Ben and he got a wry grin. "Ah, I get ya." Ben went back to the Omnitrix and went to a different icon before the core popped up, allowing him to press it down and transform in a flash of green light. Standing in Ben's place, a certain Gimlinopithicus stood tall with his fists raised, prepped and ready for battle. "Alright, Shocksquatch! I actually got it this time, eh?" He pounded an electrified fist into his palm and declared; "Alright, let's… Squatch this bug!"

Everyone except for Yang groaned at the pun.

…..

Not too far away, Rook and his team had managed to catch up to Psyphon, who wasn't too hard to find. They had found him attempting to sneak into a nearby sewer tunnel unnoticed, but he quickly fled in when he saw them coming after him. From there, he began to fly through the tunnel as fast as he could as the others followed, though he did end up knocking his head against one of the drainage pipes near the top, causing it to start flooding the tunnel. The heroes made their way past it as Rook called out; "Psyphon! This is your last warning!"

But the villainous alien ignored them all the same and shot straight out of the tunnel, which as it happened, was overlooking a building project that appeared to be an expansion of Undertown itself. Psyphon spun around in midair and set his sights onto the tunnel, his eyes beginning to glow even more red before he sent out multiple laser blasts at the tunnel's exit. In no time flat, the tunnel collapsed and the pipes in it all burst, causing it to flood. "Hmph, pests."

But, much to his shock, a tether suddenly shot past him from the tunnel and hooked into an opposing wall, followed by Rook swinging out from it and down toward the construction site with Ren on his back. Ren leapt off of Rook while the Revonnahgander tumbled to a half, with narry a scratch on him thanks to his Proto-Tech armor. Psyphon's eyes lit up at the sight of that. "Ooh… I MUST have that armor!"

Ilia soon came swinging out with her Lightning Lash as well, bringing Velvet along with her as they landed on the ground beside the construction site. And finally, there was Penny… who zoomed out of the tunnel at top speed thanks to her jetpack. She went straight for Psyphon and was about to ram into him, but the villain quickly weaved out of the way and dodged, leading her to whirl around in midair to face him.

"I would listen to him if I were you, Psyphon!" Penny warned as she activated her Floating Array blades. "We are not joking around here!"

If anything, though, the sight of her weapons made Psyphon's smile increase. "Why, dear girl… are you an android? Haha, excellent! I can reprogram you and make you do MY bidding, then!" His eyes lit up with bright red energy. "Once I'm finished with you and your friends, of course."

Psyphon blasted out a barrage of lasers at Penny from his eyes, to which the redhead bobbed and weaved around many of them before using her swords to deflect two right back to Psyphon. He ducked out of the way of the blasts… only for Penny to ram right into him and send him straight into a rocky wall. "Apologies, but I am no one's object."

"You tell him, Penny!" Ilia shouted as she and Velvet ran straight toward where Psyphon was. The chameleon girl pulled out her Lightning Lash just as Velvet got her camera, the bunny girl taking a picture of the whip before making an exact copy of it for her to use. "Now drop him!"

"Read you loud and clear!" Penny flew right up to Psyphon and transformed her arms back to normal, pulling the villainous alien up to deliver a harsh punch directly to his face. She then took him by the horn and tossed him right down to Ilia and Velvet, who whipped both of their Lightning Lashes around him to deliver an intense electric shock.

"GRAAAH!" Psyphon screwed his eyes shut and grit his teeth through the pain, his fists clenched as he endured the agonizing shock.

Velvet wore a small grin at her and Ilia's plan having worked. "Not so high and mighty now are—" She cut herself off when Psyphon's head snapped around to her, his eyes shooting open and glowing red again. Velvet had no time to dodge as Psyphon blasted his twin lasers from his eyes once again, her body wracked with pain as she was forced to let go and fall to the ground and her Lightning Lash copy faded from existence. "GAAAH!"

"Velvet!" Ilia cried out. "No—AH!" Unfortunately, Ilia had no time to react as Psyphon grabbed the Lightning Lash and swung himself around, slamming Ilia right into the nearby wall and made her let go of her weapon, which he took up in his own hand.

"Girls!" Penny's lips turned up into a snarl as she shifted her Air Heart jetpack into her Mechano-Crushers, falling down to the earth below to engage Psyphon once again. "You'll pay for what you did to my friends!"

Psyphon was undeterred, however, quickly finding the trigger for the Lightning Lash. "Oh, will I?" Penny let out an angry shout as she slammed one of her arms at him… only for Psyphon to quickly float off to the side without so much as a bit of effort. "Hmhm, you heroes are all alike." Penny once again went for a hit, but Psyphon dodged once again. "Valiant in your efforts, yet bullheaded when one of your allies is taken down." Once more, Penny went for a powerful strike, but this time, Psyphon blasted the ground at her feet, kicking up a bunch of rock and dirt which he disappeared into. "Do you want my advice, robot-girl?"

Penny whirled around the moment she heard Psyphon's voice… but by then, the villainous alien had whipped the Lightning Lash at her and pulled the trigger, the whip's tip striking her arm and delivering an intense shock to her systems. "GYAAAAH!" Penny fell to her hands and knees as her whole body twitched, her Mechano-Crushers retracting into her back as she fell to the ground.

Psyphon tossed the Lightning Lash aside and finished; "Keep your eye on the goal instead of trying to avenge your fallen comrades. I'll be back for you later. But for now…" Pew-pew-pew! "Rah!" Psyphon just barely managed to dodge a slew of blasts that came his way, his eyes darting up to the construction site to see both Ren and Rook aiming right at him. "Ah, yes… the armor." And with that, Psyphon rocketed himself back up into the air, coming right for the two boys. However, he failed to notice Penny stop twitching, the redhead's hands balling up into fists.

"Well, that got his attention." Ren said as he looked at Rook. "Now what?"

"We run." Rook answered before booking it across the catwalk.

"Wait, THAT'S your plan?!" Ren questioned as he darted after Rook, with Psyphon hot on their tails.

"Not completely." Rook shook his head. "Just wait and see." The duo continued to run about the construction site, doing their best to dodge Psyphon's laser eyes. At the same time, however, the lasers were cutting clean through the wood panels of the site, weakening the overall structure.

Eventually, Ren and Rook ducked behind a nearby wall on the scaffolding, with the former taking aim at Psyphon with Stormflower before blasting out more Dust rounds. Unfortunately, Psyphon managed to blast those right out of the air, making them explode. "Okay, Rook, if you wanna pull out this plan of yours, NOW might be a good time."

However, the ninja saw the Revonnahgander wearing a knowing grin. "Oh, but Ren, we already have." He turned his head toward the villain and called out; "The body armor is not for sale, Psyphon!" BLAM! "Ah!" Rook backed away from another blast that landed near his feet… all while the structure began to creak and groan around them.

"Hmhmhm, oh, I don't want to buy it." Psyphon chortled. "I will pry it from your lifeless body. How green ARE you?" But then, the sounds of breaking wood suddenly became quite audible in the cavern as the still-under construction building began to collapse, with Rook grabbing Ren and using his Proto-Tool to swing right off of it. Psyphon was about to turn and fly away as well, but…

"HEY!" The villain was suddenly grabbed by a pair of powerful hands, with a set of bright green orbs staring back at him. "How's THIS for bullheaded?!" With that, Penny spun Psyphon around before tossing him right at the building, the structure crumbling down as Psyphon let out a scream, the wood burying him alive. Penny flew down to meet Ren and Rook, who were already helping Ilia and Velvet up. "Is everyone alright?"

Ilia rubbed her head and winced as she stood to her feet. "Ugh, I think so. I seriously didn't see that one coming."

"Neither did I." Velvet admitted. "I was such a fool to let my guard down!"

Ren gave her a reassuring pat on the shoulder. "Don't worry, Velvet. If anything, this is a good learning experience."

"Indeed." Penny concurred. "I think we can all agreed that alien villains are on a whole other level compared to the threats we've encountered in the past."

Ilia picked up her Lightning Lash and nodded. "Yeah, Ben was right. We probably DO need some additional training."

"Perhaps so, but all the same, you all did quite well on this mission." Rook commended with a smile, making everyone else smile back at him. "Now there is only one thing left for us to do…" The five made their way over to Psyphon, who was trying in vain to dig himself out of the rubble but to no avail. Rook placed his hands on his hips and set his gaze down to the villain. "Psyphon, by order of the Plumbers, I hereby place you under arrest. And to answer your question, I am not so green that I would let a building collapse on me. …Hm, I believe that was my first wisecrack!"

…..

Back in Undertown, the scene could be described as utter chaos as the Crabdozer continued on its rampage, with the heroes doing everything in their power to try and stop it. The predator barreled through the marketplace at top speed while Rex kept a firm grip on its back with his Smackhands, pulling as hard as he could to try and get it to stop. "Gah, do you EVER stop?!" the EVO said as he punched down repeatedly on the Crabdozer's back. The punches made it falter a couple times, but all the same, it still kept going. "Ugh, alright, changing tactics!"

Rex pulled himself forward and launched directly off the Crabdozer's back, landing several yards in front of it before exchanging his Smackhands for his Big Fat Sword. "Okay, insecto, let's see how ya like THIS!" With that, he swung the BFS straight at the Crabdozer's head… only for it to open its jaws and clamp down on the BFS, breaking it off and chewing through it like paper. Rex was left wide-eyed and slack jawed. "…WHAT?!"

Right that that moment, Ruby appeared on the top of the nearest stand with Crescent Rose aimed right at the Crabdozer. "Yeah, this thing is tough!" She shot off a couple rounds at its face, making it shift its focus to her. "Weiss! Think you can summon us some extra hands?!"

"Already on it!" Weiss called back as she was seen kneeling not too far away, with Myrtenaster embedded in the ground as a large summoning glyph appeared in front of her. From out of it, the Arma Gigas emerged, the walking armor giving Weiss a salute. The former heiress pointed to the Crabdozer and, without needing to be told twice, the Arma Gigas moved in. "Alright, go get it!"

At her command, the Arma Gigas summoned its sword and began slicing at the armored hide of the Crabdozer, the beast howling as its rocky exterior began to be chipped away. "Ha! Alright, Ice Princess!" Rex cheered before he got in on the action as well, bringing out his Bad Axes. "Let's take this thing down a peg!" And with that, he began chipping away at the Crabdozer as well, making it roar in even more pain.

However, the beast wouldn't be stopped that easily. Because when a strike from the Arma Gigas got just a bit too close to its head, the Crabdozer snapped around and clamped down on the Summon's arms, yanking it away and slamming it down in front of it. It then rammed its massive horn down onto the Arma Gigas, impaling it and making it dissolve into nothingness. "No!" Weiss shouted. "You have GOT to be kidding me!"

"Hey!" Rex immediately snapped around and shifted his Bad Axes for his Funchucks, bashing the beast's head away. "You're gonna pay for doing that to my girl's Summon, ya jerk!"

"Rex! Toss it over here!" Weiss called out as she opened up Myrtenaster's barrel and placed a vial of Orange Dust into it, immediately putting it on that setting. "I want to give this thing a receipt for what it's done!" Rex nodded over to her and wacked the Crabdozer as hard as he could, sending it careening several feet into the air in Weiss' direction. Immediately, Weiss concentrated on her Semblance and created a MASSIVE orange glyph above her head, right where the Crabdozer was about to land. "And three… two… one…"

BOOOOM! Right as the Crabdozer made contact, the orange glyph exploded in a brilliant display of fire and smoke, the force of which sent a shockwave through the whole market place and making the Crabdozer fly right down the street, covered in soot and flames. It landed in a heap and, several seconds, it didn't move, leading to everyone staring at it in stunned silence.

"Wow, did… did I get it?" Weiss asked… only for the Crabdozer to roll back onto its legs, roaring at the group in anger. "Nope! No, I did NOT get it!"

The Crabdozer roared again and was about to charge back at the couple when another couple of bullets grazed its rocky exterior, leading to it shifting its eyes back to Ruby again. "That's right, big guy, I'm right here!" The Crabdozer roared before charging straight for her… just as Ruby had planned. "NOW!"

From out of nowhere, Coco's handbag suddenly came flying at the Crabdozer, hitting it directly in the face and making it tumble across the city street. The fashionista herself came strolling up and picked up her handbag with a smirk. "Nice distraction, Rubes. Now you can leave the rest to me…"

"Just don't kill it, okay?!" Coco glanced to her left to see Shocksquatch, Yang and Nora all standing to one side, the Gimlinopithicus cupping his hands to make his voice louder. "Just lead it over to us and we'll take care of the rest, eh?!"

"Gotcha!" Coco agreed. 'In that case, I won't use my Semblance…' SMACK! "OW!" Coco winced and clutched her arm as she felt something hard hit it, her teeth gritting as she snapped her head up to the Crabdozer. As it turned out, the beast had begun digging down into the ground, kicking up dirt and rocks in an attempt to drive its attackers away. If anything, though, this only made Coco even angrier… namely because her sleeve had been torn open by that particular stone. She could take plenty of hits… but she could NOT forgive anyone ruining her best clothes.

"Oh… oh, you have just made a BIG mistake, pal!" Coco took off her sunglasses, allowing everyone to see the fire in her eyes. Within seconds, she pulled out Gianduja and aimed it right at the Crabdozer, its barrel already spinning. "You do NOT throw rocks at a GIRL with a MACHINE GUN!"

All at once, Coco unloaded everything she had on the beast, aiming directly for the spots where Rex and the Arma Gigas had taken chips out of its armor. The beast immediately stopped digging and let out an agonizing cry, which lead it to start running away from Coco and right over to Shocksquatch, Nora and Yang. "Well… not exactly how I saw things going, but hey, it works." Yang shrugged.

"Yeah, I'd say so." Shocksquatch agreed before glancing down to Nora. "You ready?"

Nora gave him a thumbs up. "As ready as I'll ever be! Let's do this!" With that, Shocksquatch grabbed onto the back of Nora's head and administered a strong dose of electricity into her system, which her Semblance immediately picked up on. Yellow lightning changed into pink as the hyper redhead's muscles began coursing with power, her eyes flashing a bit as her grip on her hammer tightened. "OOOOH YEAH!" she growled out with a toothy grin. "Let's DO this!"

The moment that the Crabdozer was within striking distance, Nora zoomed forward and went to hit it with Magnhild… only for it to jump directly over her head. And, in a flash of red light, the Crabdozer changed back into the Buglizard once again before tackling Shocksquatch to the ground, much to the girls' surprise. "Hey!" Nora stomped her foot indignantly. "I wanted to bash your skull in!"

"Ben!" Yang shouted before launching herself at the Buglizard, wrestling it off of Ben with all her might before giving it several Fire Dust-fueled punches to the face. All while she belted out; "Get. Your. Gross. Claws. OFF! MY! BOYFRIEND!" With that final word, Yang raised both fists above her head and went to clobber the Buglizard over the head, only for it to whap her off of it with its tail.

The Buglizard got back onto all fours and quickly dodged another swing from Nora's hammer before leaping right at Shocksquatch again. Though this time, the Gimlinopithicus was prepared. He blasted a bolt of lightning at the Buglizard, sending it up and over him making it land flat on its back, to which the hero stood up and jumped onto it as well. From there, he began delivering punches as well, all of which were electrified. "Yer not gettin' off THAT easy, eh?!"

"BEN!" Shocksquatch snapped his head around to see Nora come sprinting up behind him… and then jump up high into the air with her hammer raised high above her head. "GET OUTTA THE WAY!"

"WOAH!" With that, Shocksquatch bolted away and allowed Nora to get the hit in. However, what no one saw coming was that the ground caved in right as the hit came, making both of them fall right down into the tunnel below. "Nora!"

Nora was sent into a coughing fit from the dust that was kicked up, the redhead's eyes watering from all the dirt in her eyes. "Hak-hak! Well, that didn't go as planned! Hak-hak!" With her vision now completely blocked by the cloud of dust, she stood up steadily while keeping her other senses on high alert. Fortunately, she could hear the sound of four feet moving steadily around her, and she moment she spun around, she heard the Buglizard come barreling toward her from the cloud of dust. Thankfully, she had hung on to her hammer, so she swung it blindly and socked the Buglizard right in the nose.

…Or at least she THOUGHT she had. "GAH!" Shocksquatch landed on the tracks and grabbed his nose, wincing in agony. "What the heck was that about, eh?!"

Nora gasped as her vision finally cleared, revealing that the four sets of feet she heard were actually Yang and the downed Shocksquatch. "Oh gosh, Ben I am SO sorry! I thought you guys were—"

"Watch out!" Yang shouted as she pushed Nora aside, the Buglizard pouncing at her from behind. Yang caught the beast and immediately began tumbling across the ground with it again, punching and kicking at every body part she could while avoiding its nasty teeth and claws. Unfortunately, the Buglizard ended up on top and managed to pin Yang to the ground, its face just mere inches from hers. "Gah, shit! Guys! Some assistance would be nice!"

Shocksquatch shook off the pain and leapt right back to his feet. "Hold on, Goldie Locks!" He shot right over and grabbed the Buglizard's tail, delivering an intense shock to it before swinging it right at the nearby wall. The hero went up and began punching the creature right in its gut, letting off bolt after bolt with every hit until the Buglizard managed to actually sink its teeth into Shocksquatch's shoulder. "GRAAAAH!" With the momentary opening, the beast swung its tail and slashed the bladed tip into Shocksquatch's leg, adding onto the wounds and making his leg buckle. "GRAH! CRIMINY!"

With another strong tackle, the Buglizard brought Shocksquatch down onto the tracks and started biting right at his head. But, with all the strength he could muster, Shocksquatch kept pushing it away as best he could… until a bright light began to shine through the tunnel. The hero and the two girls snapped their heads up to see an incoming transport vehicle come barreling toward them… the same one that had crashed into NRG earlier. Yang's eyes widened as an idea entered her mind. "BEN! No brakes!"

Shocksquatch caught on without needing an explanation, reaching up to the Buglizard's head to push it up even further. As a result, it was right in the way of the vehicle as it rushed toward them… and then subsequently rammed into the Buglizard. "Hah… hah… and good riddance." the furry alien muttered as he steadily stood up.

"…Uh, you may wanna rethink that!" Nora pointed up and Yang and Ben's eyes widened as they saw the Buglizard crawl up to the roof of the vehicle and jump off, landing right back on the tracks. "Okay, I have had ENOUGH of this thing!"

"Me too!" Yang agreed as she pumped her Ember Celica. "Time to end this thing!" With that, the duo rushed forward and brought up their weapons, ready to engage the beast. The Buglizard immediately tried to dodge and head straight for Shocksquatch, but Yang saw that coming, the Blonde Brawler shooting off two Dust rounds from her gauntlets. The bullets made impact and immediately exploded, taking the Buglizard off course. "NORA!"

"Right!" Nora swung Magnhild at the Buglizard as it came toward her, putting a bit more power into her swing than usual. Thus, the Buglizard was sent straight through the opposite wall and into the adjacent tunnel on the other side, being buried in rubble from head to tail. "HA! Gotcha, bitch!"

"Woo!" Yang gave Nora a celebratory high five… only for the Buglizard to come bursting out of the rubble a second later. "OH COME ON!" the two girls echoed.

"What's it gonna take to BEAT this thing?!" Nora shouted.

Shocksquatch was beginning to wonder that as well… but then he caught sight of something right over the girls' heads. It was a maintenance shaft that led up to the surface. It had a ladder, it was cylindrical… and it was made entirely of metal. An idea popped into the hero's head instantly. "Ooh, here we go. Yang! Nora! I've got a plan! Stay clear!" The ladies watched as Shocksquatch leapt right over their heads and grabbed the ladder in the shaft, all while waving to the Buglizard. "Hey, Cheese Breath! You want me?! Come get me, eh?!"

The Gimlinopithicus began climbing the ladder and the Buglizard followed, paying Yang and Nora no mind as it crawled up the shaft. "…What do you think he's got in mind?" Nora asked.

As Yang took note of the shaft, however, she quickly caught on to what her boyfriend must've thought up, a smirk forming on her face. "Oh, I think I get what he's on to. C'mon, let's get clear."

As the girls moved away from the shaft, Shocksquatch continued to climb, going part of the way up as he lured the Buglizard in further. "Metal all around, just gotta get it in the middle…" He kept his eyes on the Buglizard as it crawled up to him. And as it got within a few more feet… "Right there!" Shocksquatch belted out a loud, primate-like holler as he let loose with his electricity, the addition of the conductive metal resulting in the Buglizard being shocked into next week. By the time he was done, the creature was so burned that it had become black, falling out of the shaft in a catatonic state. Shocksquatch fell from the shaft as well and transformed back into Ben right when he landed. "Who wants cooked Buglizard?!"

"Haha! Green Boy, you mad genius!" Yang cheered as she ran up and hugged her boyfriend, ruffling his hair for good measure. "That was so awesome! Way to use that brain of yours!"

"Yeah Ben, that was great!" Nora nodded, her eyes glancing down to the charred Buglizard. "You really let him have it, didn't ya?"

"Heh, well, let's just say I kinda had enough for one day." Ben rubbed the back of his head. "Besides, if it can survive all that we did to it, it can survive this, I'm sure."

"GUYS!" The trio craned their heads up to see Ruby, Coco, Rex and Weiss all coming down the hole, the three girls holding onto Rex's Boogie Pack as he slowly lowered down. Ruby jumped off first and ran right up to the group. "You guys okay? We heard a lot of—AH!" The Hooded Huntress jumped back the moment she saw the Buglizard lying unconscious, her jaw dropping at the sight. "Woah! You… you actually BEAT it!"

"Eugh, and cooked it from what I'm smelling." Weiss said as she plugged her nose. "What did you do to it?"

Yang pat her boyfriend's shoulder. "Well, Green Boy here shocked the pants off of it after we gave it a good beating, that's what!"

Rex crossed his arms with a smirk. "Heh, I can see that. And here I thought that thing would be impossible to take down."

Coco gave the group a salute. "Yeah, nice work guys. Now all we gotta do is wait and see if the others managed to get a hold of Corpse Face."

"Ahem!" The team all spun around toward the adjacent tunnel, their eyes setting upon the aforementioned group of Penny, Ilia, Velvet, Ren and Rook. The latter had Psyphon pinned beneath his foot in a pair of standard issue Plumber cuffs. "I believe you mean us, correct?" Penny asked. "Because I think you'll find that we've gotten the job done."

"Haha! Awesome! You guys got him!" Nora laughed.

"You can thank Rook and Penny for that." Ren smiled as he made his way over to his partner, jerking a thumb over to the two. "Rook's the one who came up with the plan and Penny dealt the finishing blow."

Velvet wore an apologetic smile. "Ilia and I tried to help as best we could… but Psyphon got the better of us, sadly."

"Yeah, he was tougher than we thought." Ilia added.

Ben sent her a reassuring wave. "Ah, don't worry about it, ladies. I'm sure you guys did great all the same. What matters is that you guys came back with the bad guy in cuffs." He spread his arms out to the team and concluded; "Overall, I'd say this is an absolute win!"

"Indeed!" Rook nodded. "Also, I made a wisecrack!"

Yang sent him a thumbs up. "Hey, congrats, Rook! Hope it was a good one—"

"GYAH!" Velvet suddenly let out a loud scream and her hands shot back up to her ears again, the bunny girl falling to her knees once more. "It's back! That awful whistle is back again!"

Out of the corner of her eye, though, Yang saw the Buglizard begin to stir, its four eyes popping right open. "Oh crap, NO!" But it was too late. The Buglizard breathed out another cloud of noxious gas, blinding the group as it made its escape. The moment the gas cleared away, the beast was gone. "CRAP!" Yang hit her fist against the wall. "You've gotta be kidding me!"

"And after all the work we did to take it down?!" Nora kicked a nearby rock into the wall, not caring that she had stubbed her toe on it. "This sucks!"

Coco bent down to help Velvet up, the brunette having relaxed a bit. "Vel, are you alright? You still getting that whistle?"

"N-No, it stopped." Velvet answered. "Right at the moment that beast left."

Ruby glanced over to Ben, seeing that the hero wore a rather solemn expression. "Ben? What do we do?"

Ben sighed and his shoulders sagged a bit, running a hand through his hair. "For now… we get back to the surface. It's pretty evident that whatever that thing is, it has a master. And for some reason, it's targeting us. But we'll have to figure out just what it is another time. Right now, though…" The hero went over and locked eyes with Psyphon, the villainous alien glaring right back. "We need to get a certain someone into a cell."

"Grr… you may have one THIS time, Tennyson." Psyphon growled. "But mark my words, this will NOT be the last you see of—" SMACK!

Psyphon was knocked right out in a single second, a certain blonde having heard enough. "Yeah, yeah, spare us the villain speech." Yang rolled her eyes. "We've heard it all before. Oh, and that was for what you did to my boyfriend's arm, by the way."

Ben couldn't help but smile at that. "Aw, thanks, Goldie Locks." He wrapped an arm around her as he ushered his friends onward. "Now c'mon, let's get out of here. I think we've all had enough excitement for one day." With that, the group began to walk back down the tunnel, making their way back to the surface.

…..

It didn't take all that long to reach topside, which was surprising given all of the different tunnels that were in Undertown. Fortunately, Rook knew where he was going and took the group straight back out the way they came, being met by the sight of the Plumber forces the moment they came out from underground. From there, they handed Psyphon over to the Plumbers and watched as more agents went down to Undertown to apprehend his whole gang. It took a little over an hour, but once the Plumbers had cleared out, the team finally felt a little more at ease.

Max let out a sigh as he smiled proudly at the group. "Well, it sounds like you kids had one heck of a time down there."

"Yeah, you're not kidding." Ben agreed before crossing his arms. "By the way, grandpa… when WERE you going to tell me that there was an underground city beneath Bellwood?"

The old Plumber wore a sheepish smile and rubbed his head. "Hehe… right, sorry about that, Ben. I've been meaning to tell you for a while now, but there was never an opportune time. Plus, with everything that we've been through these past few weeks, it just slipped my mind entirely."

"Yeah, I can understand that." Ben nodded.

"Well, I'm just glad that everything worked out in the end." Ruby jumped in. "Well… aside from losing that transforming predator, that is." She set her sights over to Swift, who was standing right next to Mr. Baumann as well. "And I'm glad that you're not too hurt from that laser blast, Swift."

"Yeah, how're you holding up, by the way?" Ilia asked as she stepped closer to her friend.

Swift gave her a shrug. "Ah, ya know, doin' good for the most part." She showed her arm off for the group. "Got a bit burned, but nothin' too major." She raised an eyeridge and crossed her arms. "So, you guys really encountered that same predator in there? And it changed forms right in front of you?"

"Indeed." Penny confirmed. "It was quite the sight to behold." She placed a hand to her chin. "But it is quite curious. I thought that the Omnitrix was the only one of its kind…"

Ben shook his head. "Not quite. There've been plenty of copy cats over the years. Remember one that one bad guy that I mentioned, Albedo?"

Yang snapped her fingers and pointed at him. "Oh yeah, the dude who transformed into an exact copy of you when his Omnitrix synced up with yours, right? You think he's behind this?"

"Well… maybe, but this seems a bit different." Ben pondered. "For one, Albedo's been locked up for a couple years, so there's no way he'd be able to even GET back here. And for another, creating a new Omnitrix that lets whoever holds it transform into predators doesn't really seem like his kinda M.O. Usually he comes after me directly."

"And Psyphon said that the thing wasn't HIS either." Weiss recalled. "So, what do you think we've got here?"

Rex placed his hands behind his head. "Well, whatever it is, I'm sure it's probably not done with us." He glanced over to Ben and shrugged. "After all, it seemed pretty intent on attacking you, dude."

Coco nodded at that. "Rex has a solid point. My guess is… it and whoever its master is… they might be hunting you. May wanna make sure all your doors are locked… and your windows and walls are reinforced."

Ben slumped over and hung his head low. "Ugh, just great. Not three days back on Earth and I already have a target on my back."

"Well, it COULD be worse." Nora pointed out. "You could've arrived on Earth and have been killed on the spot." Everyone gave the Pink Dynamo an incredulous stare at her point, which she raised her hands to. "Hey, I'm just pointing it out, okay?"

"…Oddly enough, that DOES make me feel better as strange as it is." Ben let out a sigh and shook his head. "Anyway, it's probably best if we take our minds off of this for now. I'm sure the Plumbers will be able to shed some more light on this in the meantime."

"Exactly what I plan on doing, Ben." Rook affirmed as he activated his Plumber's badge, bringing up a holographic projection of a loading icon. "I have already begun a thorough search of alien predators in the Plumber database to indicate which ones we have encountered so far. If all goes well, perhaps we will find a connection to between these predators and the attacks."

Ben smiled to the Revonnahgander and gave a chuckle. "Heh, you know what, Rook? For a Plumber who's only starting out, you're really good at thinking ahead. Plus, you're pretty great at planning things out and a great fighter to boot. If you weren't on Manny's squad already, I'd have you on our team in a heartbeat."

Rook couldn't help but grin at that. "That is very nice of you to say, Ben. Thank you."

Little did they see, however, that Max was tapping his chin in thought close behind them. 'Hm… an interesting thought indeed…' The old Plumber pushed that thought to the side for now as he cleared his throat. "Ahem, well, in any case, I think we can all say that this mission was an overall success. So now, I think we can return to base and start preparing that OTHER big thing that you kids were hoping to do today."

"Ah, yes!" Velvet exclaimed as she clapped her hands together. "The congratulatory party we had in mind for Swift!"

Ruby gasped in realization. "Oh yeah! I'd nearly forgotten about that! Did you guys find some good party supplies?!"

Coco smirked and pointed at the Silver-Eyed girl. "Did we ever, Rubes! C'mon, let's get back to base and start settin' up! Swifty, I can tell that you're gonna LOVE it!"

"Haha! Well, what're we waiting for?!" Swift pumped a fist into the air. "Let's get going!"

The entire team cheered at that… only for someone else to clear their throat. "Ahem." The teens all craned their heads around to Mr. Baumann, the store clerk wearing a knowing smile of his own. "I'd uh, hate to be the one to rain on this parade of yours, but I think someone's forgetting something…" He quirked a brow over to the Omnitrix bearer. "Now Ben, don't tell me that you've forgotten about your promise already." Baumann pointed over to the side of his store, where the massive hole from earlier was still very much present. "What was it you said about fixing up my store?"

Ben stared at the large hole with a forlorn expression, his head hanging low once again. "Ugh, of course. I'm on it, Mr. Baumann." He activated the Omnitrix and found Clockwork's icon, moving toward the hole with a sigh. "Gimme a few minutes, guys. This shouldn't take long… hopefully."

…..

Meanwhile, in the woods just outside of Bellwood, an alien space craft was hidden within the dense trees and undergrowth, keeping itself hidden from any prying eyes. The only ones who knew of its location were two beings; one who was already inside the ship… and the other that was just getting there. The Buglizard walked up the entry ramp and stalked its way into the depths of the ship, which appeared to house quite the amount of hunting trophies. But theses weren't your run-of-the-mill bear skin rugs or taxidermy deer head mounts, no. These were alien hunting trophies.

All around the main area of the ship, there were several different body parts from many alien species. There was a Vulpimancer pelt on the floor, an Appoplexian skeleton with a shattered skull, a Talpaedan arm, a Chronosapien chestplate, a Vaxasaurian helmet, a Geochelone Aerios shell, among many others. And sitting in the center of this room was the alien who had hunted them all, sitting in his chair while sharpening a knife in the light of the holographic fireplace.

The Buglizard walked up to him and laid down, transforming back into the canine creature while letting out a low growl of frustration. However, the green-skinned alien reassured his compatriot. "You did well, old friend. But this Ben Tennyson is more powerful than I imagined. And quite resourceful." His red eyes narrowed slightly as he lifted his knife up to inspect it. "Especially with those allies of his. They are rather bothersome, though. We will have to find a way to deal with them. In the end, however, he will be our greatest trophy."

With his grip tightening on the knife, the hunter made his oath solemn; "Khyber the Huntsman promises it."

…..

A/N: And there we go! Thus we've come to the end of "The More Things Change" story arc and as we can see, there's definitely been a few changes. The major one being that the group now know that the predator that's stalking Ben is able to change into different predators at will thanks to an Omnitrix-like device. And judging by the high-pitched whistles that Velvet heard, they know that someone is controlling it… whom WE know to be Khyber. How long will it be before our heroes catch on? Well, we'll just have to wait and see on that part. But we also got a pretty big battle with both Psyphon, his gang, AND the predators as well, so there's that, too.

So, now that we've come to the end of this arc, the question remains; what happens now? Well, we'll find out what that is NEXT TIME! Following Swift's party, Ben and Team RWBY arrive back home and have a little discussion about what went down that day. But after that, the next day comes, as does the big public interview that Max set up with the media. It's time for the world to learn just where Ben and the others have been for the past several weeks… but unfortunately, a certain reporter has come to crash the party. Eeyup, it's time for HIM to enter the story… and it ain't gonna be pleasant. That said, who knows? Maybe some… OTHER familiar faces will decide to crash the party as well. Because believe me, they've been waiting to make their move long enough. Thanks for reading everyone, and I'll see you all next time! And, as always, stay safe out there!