A/N: Hey everyone! Happy Saturday once again! Yeah, sorry that this one took a while to get out, too, but to be perfectly honest, I wasn't expecting this one to end up being this long. Had to give it a little more time in the tank as a result, but I think it ended up turning out well. The next update WILL be on Friday though. I wanna get back on track with that as soon as possible.

But, before we get started, I've got a pretty big announcement! Over the past week, the first Volume of this story, Dimension Twist, just hit over ONE THOUSAND FAVES! Guys, I really don't know what else to say, except… thank you. Thank you to everyone who's followed me on this journey so far, and to those who even just clicked on the first volume to at least give it a chance. It means the world to me that so many people are invested in the work that I've put into this series over the past several years, it really does. And the fact that it's happening so close to the 29th of August, our Three-Year Anniversary, it just makes it all the more special. So thank you all once again. I honestly didn't think I'd make it this far, and I look forward to whatever the future with this story and my other ones may bring.

Alright, so now that we've gotten that out of the way, let's move on with the chapter itself. A bit of warning, I'm gonna try my hand at a bit of dark humor in this one. Nothing that's like, utterly gross or anything, but you'll definitely know it when you see it. With that said, this is…

Chapter 18: Battle in a Strange Setting

…..

Several miles outside of Bellwood, there was an old fair ground that had gone nearly untouched for years, with nary a soul wandering about the place. Overall, the stillness and quiet aura of the place gave it an overall creepy vibe, especially given the fact that the ground was home to an abandoned carnival. Even in the day time, it was imposing and let off a chilling atmosphere, what with the tattered tents, the grimy, broken-down rides and funhouses, and of course, the old statues of stylized clowns, animals and so on that were around the place. Even the old food stands looked creepy, and the fact that there was still moldy food in them only added to their gross appearance.

It was here that the same pink dome that had disappeared in Bellwood earlier had reappeared just as instantly, bringing the Omni-Hunters and the Ministry of Darkness with it. Both teams fell to the ground with a THUD, everyone letting out their own cries and groans of discomfort when they landed. Chromastone landed in a heap and transformed back into Ben, the hero putting his hand to his head in a daze. "Ugh… what happened?"

"More importantly, where ARE we?" Yang asked as well.

"It's… a carnival?" Ruby said, the Hooded Huntress standing up as she inspected the place. "And an abandoned one, too, I'm guessing."

Kevin furrowed his brow as he scanned around the site, getting a sense of familiarity as he took in the area. "Wait a minute…" His sights went to Ben with a raised brow. "Dude, isn't this where Zombozo took your mom when he kidnapped her?"

"…Hey, yeah!" Ben realized as well, recognizing the area the moment Kevin pointed it out. "But why would Gwen bring us—oh my gosh, Gwen!" His eyes darted around before finally spotting his cousin. She was still floating up in the air… but that only lasted for a second before she was enveloped in a flash of pink energy, transforming back into her normal self. He saw her eyes close as she fell limply to the ground. "NO!"

"GWEN!" Kevin began sprinting to catch her, only for someone to dart out in front of him quickly and do it before he could.

To his surprise, it was Pyrrha who had made the save, the Invincible Girl staring at her friend in concern as the rest of Team JNPR surrounded her. "Gwen, are you alright?!" she asked as she lowered her fellow red head to the ground, gently setting her body down as Kevin finally made it over.

"You're not hurt, are you?" Jaune jumped in as well.

The Anodite let out a groan before Kevin stroked her cheek gently, speaking softly to her; "You know that was kind of a dumb move, right?"

"Hmph, of course YOU would say that." Gwen chuckled softly, having finally come around.

"How're you feelin', babe?"

Gwen shook her head and answered; "Drained. That one spell took everything I had out of me. Do you know how hard it is transporting over twenty people AND a giant monster all at once?" She narrowed her eyes as a headache began to settle in, leading her to put her hand to her head. "Because let me tell you; it's NOT."

"I can imagine." Ren concurred. "So… why here, then?"

Nora smiled nervously as she eyed the abandoned fairground, feeling slightly uncomfortable with all of the old statues staring at her. "Yeah, I mean, I'm all for a good carnival, but this place is totally Creepsville."

"It… it was the only place I could think of on short notice." Gwen explained. "We're still close to Bellwood so the Plumbers can get to us, but we're far enough away from the town for any REAL damage to happen to it. So…" The redhead flung her arm up to the sky and said; "Go nuts." BOOM! "GYAH!" Without warning, a huge explosion occurred right next to her, Kevin and Team JNPR, sending them all sprawling away. Kevin actually tumbled AND picked Gwen up at the same time, holding her close as they rolled away… which did NO favors for Gwen's headache. Team JNPR, along with the rest of the Omni-Hunters, all brandished their weapons again as they faced the recovered Ministry, all of them standing tall and laughing.

"Ahaha! Oh, we will definitely keep that in mind, Gwendolyn." Cinder laughed, haughtily holding a hand up near her mouth. "But be warned; you were the one who said to go nuts, not any of us."

Gwen sneered and, with what little energy she had left, she spat; "Go jump into another chasm, Cinder." And with that, Gwen's head lolled back, the redhead unable to keep her eyes open for much longer.

The Fall Maiden simply grinned at that. "Ah, an excellent callback." she said with a nefarious smile. "But all the same, I think I'd prefer to end your lives, really. Also, just to let you know, we never really intended to KEEP destroying Bellwood, anyway."

Blake couldn't help but tilt her head at that. "Wait… so you didn't want to destroy Bellwood?"

Emerald shrugged in response. "Well, no. I mean, our apartment's there, so why WOULD we destroy the whole town?"

"Hold on, you have an APARTMENT?" Weiss exclaimed. "Where and how?"

"That's none of YOUR business." Rojo waved off. "Besides, the place is so well hidden that not even YOU guys could find it." The bounty hunter smirked and added; "I've got tech that makes sure of that."

"Well, whatever!" Sun began spinning Ruyi Jingu Bang rapidly, getting ready to attack. "We're STILL gonna knock you bozos into next week, so I hope you guys are ready for an ass kicking!"

"HA! What a laugh." Mercury scoffed. "You guys have been totally off your game since you came to "kick our asses" that we've been able to beat you down without a problem." He pointed over to Gwen, who was almost ready to lose consciousness. "Add on the fact that you guys are down a fighter and I think our odds are pretty good."

"We still out number you by nearly double your number!" Ilia pointed out.

"Perhaps, but remember who exactly had the upper hand back in town?" Subdora asked. "Ah, yes, that is right, hehe… it was us."

Rex glared at the group and pointed at them. "That's only 'cause we weren't expecting you guys. And I can guarantee that won't be happening again." He popped a few muscles in his neck before bringing out his Smack Hands, ready to get back into the action. "So, you wanna get nuts?! Well, c'mon! Let's get nuts!"

"Hold up a sec there, Rex." Ben halted. "We gotta be smart about this…" The hero's eyes trailed up to the Vicetopus behind the Ministry, the beast glowering right at him with the intent to take him down. "After all, with that thing by their side, I'm sure that they're pretty confident going into this battle…" He set his sights onto Rojo again with a questioning gaze. "So, I take it that YOU'RE behind whatever this thing is, huh, Rojo? Has Animo been working on a new pet project after all? If so, how the hell did he come up with a knockoff Omnitrix?"

Rojo threw her head back and guffawed at that. "HA! Animo WISHES he could come up with something like this." She set her hand onto the Vicetopus, which seemed to trill at her touch. "No, THIS little guy actually belongs to an old friend of mine… my mentor, actually."

Ben narrowed his eyes suspiciously. "Wait, your mentor? The heck is your old mentor doing with a knockoff Omnitrix?"

The bounty hunter raised a finger and was about to answer… but trailed off when she couldn't come up with one. "…Honestly, I couldn't tell ya. I haven't seen him in years and I've got NO idea what the hell he's been up to." She raised Bloodstrike up and leveled it with the heroes. "And even if I DID know, I wouldn't tell YOU idiots."

"Of course, you wouldn't." Neptune shook his head. "It's never easy with you, is it, Rojo?"

"But what I CAN tell you is that he's probably got his sights set on YOU, Tennyson." Rojo added with a toothy grin. "My teach has ALWAYS wanted to hunt down the best prey in the galaxy, and trust me, on that list, you're A-Number One, baby."

Ben sneered at that. "Oh great, so someone wants to mount my head on their wall…"

"AND I WON'T LET THEM!" Yang bellowed as her eyes flared red. "Whoever he is, he's gonna have to go through ME before he gets your head, Green Boy!"

Sun put Ruyi and Jingu Bang back into their bo staff mode and spun it around, entering into a battle-ready position. "So, I'm guessing we're doing this the hard way?"

"Oh, HELL YEAH, bay-bee!" Thunderhog rolled his shoulders and pulled out his Thunder Mace, readying himself for battle as the rest of the villains pulled out their own weapons. They all lined up side-by-side, with the Vicetopus positioned in the middle as it growled at the Omni-Hunters, all of them taking combat stances. "Let's rumble, heroes!"

"Could not have said it better myself." Penny affirmed, bringing out her arm blades again. "Let's do this, everyone!"

Yang glanced down to Kevin and Gwen, pumping her fists to reload her gauntlets. "Kevin, get Gwen as far away from here as you can. …This is probably gonna get ugly."

The Osmosian nodded and got to his feet, carrying Gwen bridal style. "You got it. Just keep me covered, okay? Last thing I need is someone following me."

"You got it, bud." Ben nodded, reaching for the Omnitrix to make a selection. Once he eventually found the hero he wanted, he pressed down the core and, in a flash of green light, transformed once again. In the blink of an eye, Ben had changed into a blue jellyfish-like alien with green, oval-shaped eyes, the Omnitrix now placed over his chest. "AMPFIBIAN!" The Amperi floated to the front of the group as they also began to line up side-by-side, ready to face off against the villains. "Alright, guys… form up and let's take these jokers down!"

Cinder couldn't help but smirk at that. "Hmph, you should've gone back to Chromastone, Tennyson." As quick as she could, Cinder created an obsidian spear and threw it straight at Ben, taking the group by surprise. However, Ampfibian seemed to anticipate the sneak attack, blasting the spear with a bold of lightning without much issue.

"Nice try." Ampfibian began supercharging himself again and sent it all through one tentacle. "My turn!" He sent the blast of lightning at Cinder… but then the Vicetopus got in the way, taking the bolt for her. However, to everyone's shock… the electricity was just absorbed into the creature's skin, dissipating without issue.

"Uh… WHAT?!" Ruby shouted. "How did that thing do that?!"

GROOOAAAUUGH! The Vicetopus roared at the group before charging directly toward Ampfibian, who flew up to avoid it. Unfortunately, though, one of the beast's massive tentacles actually shot up and caught Ampfibian out of midair, slamming him down to the ground with a massive THUD! "Ben!" the Omni-Hunters all shouted before charging the creature themselves.

Ampfibian shook his head. "Wait! Stay back, I have a plan!" The heroes all stopped and the Amperi glared back up to the predator. "Gah! Okay, you wanna get up close and personal?" Ampfibian's whole body began glowing intensely and he sent a massive shock through the Vicetopus… only for the lightning to still be absorbed. That left even the hero stunned. "What?! B-But that was my strongest blast!"

"Ben, that thing's probably immune to electricity!" Weiss reasoned. "Time to try something else!"

Ampfibian began to struggle to get one of his tentacles free, but to no avail. "Agh, well, I WOULD, but I'm kinda stuck at the moment!"

"Hold on, Ben!" Yang reassured as the Omni-Hunters continued forward. "We're coming—GAH!" Before they could get far, though, an energy blast hit the ground in front of them, cutting them off from Ben as the Ministry all charged forward to intercept them.

"Forgot about us already?!" Rojo snapped as she continued blasting, forcing the Omni-Hunters to scatter. "I'm honestly kinda offended!"

"Oh you would!" Ruby shot back as she began shooting Crescent Rose at the bounty hunter, who tuck and rolled away before both of them shifted their weapons into their bladed modes. They clashed with one another and Ruby narrowed her eyes. "If you think we're going to let you win, you're wrong."

Rojo got another laugh out of that. "Ha! Oh, Little Red, I don't think you get it. No matter the outcome of this fight… we STILL win!" She glanced over to the Vicetopus as it continued to slam Ampfibian into the ground over and over, all whole the rest of the villains began intercepting the rest of the heroes as well. Rojo pulled back and began swinging her blade, which Ruby began countering immediately. "We successfully trashed part of Bellwood, we made you guys look like idiots to a crowd of reporters, AND we've attracted the attention of my old mentor, who we were hoping to recruit to our cause anyway!" With impressive strength, Rojo slammed Bloodstrike into Crescent Rose before tripping Ruby up with her foot, sending her sprawling to the ground. Rojo pointed her sword at Ruby and stated; "Face it, twerp, you and your team are toast—"

GYYYAAAUURRGH! Rojo's eyes widened and her head whipped around, seeing the Vicetopus suddenly reel back in pain. As a result, it let go of Ampfibian, allowing him to slap the Omnitrix and transform into something different. "BLITZWOOOOOOLFER!" the Loboan howled before his mouth split open and he let loose one of his sonic howls. The blast of sonic energy was enough to make the Vicetopus double over, its tentacles wrapping around its head as its earholes were assaulted by the noise.

"Ha! Alright, Ben!" Yang cheered as she regrouped with her boyfriend, allowing the others to mount their own comebacks as well. The blonde took hold of Ben's shoulder and raised a brow. "Great timing, how'd you get out of that?"

Blitzwolfer scratched the back of his head in confusion. "Er, well… I didn't. Honestly, it just let go." At that moment, the villains regrouped around the Vicetopus while the heroes gathered with Blitzwolfer and Yang. "Honestly, I have no idea how it got injured or—" FWOOOSH! "GYAH!"

The whole group let out their own shouts of surprise as a black and red spiraling portal suddenly appeared from out of nowhere, catching them off-guard. However, that fear was replaced just as suddenly with happiness, as they actually recognized that particular portal… even more so when the portal's summoner stepped through. From the shadowy vortex stepped none other than Raven Branwen, the Spring Maiden decked out in her combat gear and with her sword already drawn… and it was dripping in black blood. The gang moved their sights to the Vicetopus' injury and saw a clean slash across one of its tentacles, where there was also black blood dripping from said wound.

Raven took one glance around the area before narrowing her eyes directly at the villains. "So… any one of you want to take responsibility for ruining this entire day?"

…..

Not too far away from the action, however, another figure appeared, though unlike Raven, he seemed to materialize from out of thin air, the world almost bending around him as he entered this existence. The new arrival was a familiar one with that, what with his grey trench coat, matching wide-brimmed hat, long white beard and the sunglasses covering his eyes. Next to him, his silvery-grey horse appeared from out of the ether as well, nickering a bit as its hooves touched the ground.

Orson set his sights onto the two group as they scuffled, seeing that the villains had gone on the attack right off the bat. The giant eight-legged beast immediately tackled the jellyfish alien that he recognized as Ben Tennyson, all while it absorbed the electricity he was putting out. That left everyone else to try and fight off the other villains as best they could, though Orson noted Ruby engaging with a tall redheaded woman while Penny leapt into action against… a giant rhino man. 'What a strange group of ne'er-do-wells.'

But, right when it seemed that Ampfibian was stuck, a small portal suddenly opened up next to the tentacle he was trapped in. This caught Orson's attention immediately, especially when a long, blood red blade thrust right out of the vortex and sliced along the Vicetopus' tentacle, making it roar in pain and forcing it to release the hero. Instantly, Ben transformed from Ampfibian to Blitzwolfer in a second, unleashing a mighty sonic howl onto the predator. This, however, made Orson purse his lips and wince, all while Sylvester let out a startled whinny. The howl of a great wolf was a noise that they were both far too familiar with.

As he got Sylvester back under control, he saw the heroes and villains regroup once again… before yet another portal appeared directly in front of the Omni-Hunters. From there, a tall woman in her late-thirties/early-forties came walking out of the vortex, holding the same blade that he had seen slash at the monster before. This piqued his interest greatly, namely due to the fact that the aura she was emanating was quite unique. The same could be said for the black-haired young lady on the villain's side, but there was something… additional about the new woman that seemed strangely familiar to him.

"Well, old friend, it seems that this has just gotten quite interesting." Orson commented, his horse nickering and bobbing his head in agreement. With a snap of his fingers, Orson summoned a leather reclining chair into being, along with a wooden post that suddenly thrust up from the ground with a metal hook embedded in it. He hooked Sylvester's reigns around the hook before sitting in the chair, propping his feet up to watch the show. "Why don't we see how this all pans out, shall we?"

…..

"MOM!" Yang exclaimed happily before wrapping her arms around Raven, making the woman flinch at the sudden act before gladly returning the embrace. "Haha! Alright! We were hoping for some backup!" However, she raised a curious brow as she broke the hug. "Wait… why weren't you here earlier? You WERE watching the press conference, right?"

"Hmhm, hello to you too, dear." Raven chuckled before explaining. "Well, if you must know, I WAS watching, but I wanted to wait and see if you could dispose of the villains by yourselves first…" She glared at the villains in question, including the injured Vicetopus. "However, the moment I saw that thing enter the picture and Gwen teleported you all out of the city, I knew it was then time for me to intervene. My apologies for being late, and I hope nothing TOO major has happened since you all got here."

"Nope, your timing is pretty great, Raven." Ruby grinned before seeing someone's head stick out of the portal… and that someone had a head of blonde hair. "Ah! Dad!"

Tai smiled and stuck his hand through the portal, waving to his daughter. "Hiya, hon! How's the battle panning out?" He took a glance around to see Kevin still carrying an unconscious Gwen, and immediately, he had his answer. "Oh… not good, I imagine."

Raven turned to Kevin as well and nodded to him. "He's right. Kevin, take Gwen back to Ben's house and get her some treatment. I'll stay behind to help even things out here."

"You're sure?" Kevin asked seriously, to which Raven gave him a single nod. "…Well, alright. Thanks Raven…" Just as the Osmosian was going to step through the portal with his Anodite girlfriend in tow, he paused for a second to address Raven briefly. "…Wait a minute, why didn't ya bring Qrow with you?"

Yang blinked at the revelation and echoed Kevin's thought. "Hey, yeah, Uncle Qrow would've been a big help here."

The Spring Maiden smirked and rolled her eyes. "Well, if you MUST know…" She eyed Kevin with a knowing look. "He and your mother are out grocery shopping today. He only just got word of the attack now and he should be headed this way as we speak."

That caught Kevin off guard. "Wait… he's shopping with my mom?"

"Yes, is that a problem?"

"Well, no, it's just… my mom always like to just go shopping by herself." Kevin pondered. "She always said it helps her focus better…" He shook his head and set his sights onto the portal. "Gah, I can think on that later. Good luck, guys. I'll see ya back at the house… and hopefully Gwen will be up by then."

"Thanks Kevin." Blitzwolfer gave a small salute to his friend. "And thanks." With that, Kevin carried Gwen through the portal and Raven made it close, leading everyone to focus back onto the villains as the Vicetopus stood back up. "So, Raven, want the low-down on what's going on?"

"Let me guess." Raven pointed to the Vicetopus as it growled at her. "The thing I just attacked is the same predator that stalked you yesterday, correct?" She set her sights then onto the Ministry who were glaring right back at her. "And I suppose that THESE fools have some sort of connection to it?"

"…Actually, that's pretty accurate." Blitzwolfer admitted.

"Very well then." Raven sheathed Omen before switching to a different blade, this time an icy blue one. "Then I suppose it's time we do away with these villains. Everyone, group up and take a target. Ben, Rex, I want you both on that monster. I'm sure the both of you will be able to take it on quite handily."

Rex gave her a thumbs up with his Smack Hands. "You got it, Raven, we're on it!"

"Everyone else, pick a partner, pick a target… aside from one." The Spring Maiden set her sights on the Fall Maiden directly across from her, who was giving her the biggest malicious smile imaginable. "…Cinder's mine."

Cinder threw her head back and let out a laugh. "AHAHA! FINALLY! I've been waiting for this match-up!" She summoned a long sword in her hand and pointed it straight at Raven. "Oh, I have just been itching to test my mettle against another Maiden… and don't worry, Raven. I will make sure that your death is swift."

"Don't plan on it, girl." Raven spat back. "I don't exactly plan on dying today." She pointed the villains with her sword as the teens began pairing up, with two Omni-Hunters facing off against one Ministry member each. Once everyone was ready and raring to go, Raven and Cinder's eyes both flared up with their Maiden powers activating, and both of them shouted; "NOW!" With that command, both forces collided, and they all began dispersing throughout the park to fight one another.

…..

The moment that Cinder had given the word, Exo-Skull knew immediately who he wanted to hunt down and throttle first; the girl who had given him and Hog so much trouble since pretty much the beginning. The moment he saw a head of orange hair, he booked it, running on all fours through the crowd of heroes as well as his own allies to head straight toward… Penny. The moment he caught sight of the android, he slid to a halt, his eyes widened while Penny stood without even so much as flinching. He furrowed his brow and growled; "Wait a second, you're not Nor—" CLANG! "AGH!"

"No, I am not." Penny smiled. "But she IS right behind you."

With one powerful strike to the back of the head, Nora came crashing down with a mighty hammer swing, landing on her feet after successfully hitting the mutant. "Penny, RUN!"

The android watched as Nora dashed down one of the carnivals paths, to which she shrugged and said; "Okay!"

"GRAH! Valkyrie!" Skull roared as he got on all fours again, his sights locked on the two retreating redheads. "You're gonna PAY for that!" He pawed the ground and then bounded off in the direction the girls were headed, not even caring that they darted off to the side between a set of carnival stands to try and get away. No, Skull just made an immediate turn and began ramming through all of the stands instead, leaving a path of destruction in his wake.

"Eat THIS, girlies!" A powerful energy blast shot out of Exo-Skull's horn and toward the redheads, making both of them duck and almost trip up as it hit the ground between them.

"AH! Oh, you are SO going to get it!" Nora spun around and began to actually run backwards while shifting Maghild into its grenade launcher form, taking aim at Skull. Directly next to her, Penny also did an about face… though her torso just did a complete one-eighty while her legs just kept running forward, her Floating Array blasters transforming out of her arms. "…Okay, that's kinda freaky, but we'll run with it! FIRE!"

At her word, Nora blasted a grenade while Penny shot out twin laser blasts at the rhino mutant, both of which collided directly in front of him and exploded in a brilliant combination of pink smoke and green light. The duo moved back around and smiled as they heard Skull yell obscenities behind them. "Nice work, Pen!"

"You as well, Nora." Penny returned before her eyes trailed off, seeing something of interest come up in her field of vision. "Ooh! Wait, over here! I see something!"

The android lead the Pink Dynamo straight toward a rather large attraction, one that was rectangular in shape and had a grated metal roof. Inside of the structure were also several small cars that had long metal rods sticking up out of the back of them, leading right up to the grates. Nora blinked when she realized what this was. "Uh… Penny? Why did you bring us to the Bumper Cars?"

"Because of this!" With a pep in her step, Penny sprinted right toward another nearby building, though this one appeared to be much smaller and a lot more dangerous, namely due to the words "HIGH VOLTAGE" printed on the front door in bold lettering. Without hesitation, Penny opened the door and stepped inside, all while her hand began to glow green with the sound of nanites powering up. "Give me two seconds!"

"GRAAAOOOGHH!"

Nora snapped her head around to see Exo-Skull charging toward them, making her laugh nervously. "Uh, hehe, PENNY! I don't think we even have one—" VRRRMM! All at once, the once dead lights around Nora switched on, along with all of the neon signs around the park as well. Most of all, she could hear the buzz of electricity from the bumper car's as well, and all of this was enough to make Skull stop.

"Huh?! What's goin' on?" the rhino wondered. "How the heck is this happening?"

"I-I don't…" Nora trailed off when she saw Penny come rushing out of the power station and go right for the Bumper Car controls, placing her hand on them to give them a jumpstart. "P-Penny! What're you doing?!"

Penny gave her a smile. "Well, what does it LOOK like I am doing?" With a small charge and a flick of the switch, Penny brought the bumper cars back to life, the vehicles beginning to move on their own. "We're in an abandoned amusement park…" Without missing a beat, she leapt into the structure and jumped in a car, her hands up in the air. "So let's have some fun! Woohoo!"

Nora couldn't help but smile at that. 'Pen, if you were after my own heart, you would be scoring MAJOR points right now.' She smirked toward Skull and shot another grenade at him, which he dodged and snorted at indignantly. "Hey, SKULL! Come and get us!"

"GRAH! Valkyrie!" Skull chased Nora right into the bumper car cage and jumped to tackle her down, only to completely miss when she herself jumped into a passing car. Skull growled and began chasing her down, all while Nora laughed wholeheartedly.

"WOOHOO-HOO-HOO!" The hyper redhead bobbed and weaved past more incoming bumper cars, which managed to trip up Exo-Skull a bit. It wasn't enough to stop him, but he did tumble a few times, and that was enough to give Nora time to formulate a plan. Her gaze moved up to the top of the structure, seeing the electrified grate sparking as the cars moved around. '…Yeah, that'll work.' she smirked before calling out; "Penny! Coming to you!"

"Oh no, ya don't!" Skull shouted as he followed after Nora. "You're not getting away that easy—" THWACK! "Gra—AAAAAAAAGGHH!" Unfortunately for Exo-Skull, he was immediately stopped when Penny came driving toward him with her Mechano-Crushers activated, the giant spiked hands delivering an uppercut the moment she rammed into him. And as such, the rhino collided with the metal grate up above, putting a dent in it… while also being electrocuted quite harshly.

Penny shook her head in disappointment. "Apologies, Exo-Skull, but you are not getting the upper hand again." The android then watched as Nora leapt up from her own car and grabbed the grate herself, using her Semblance to supercharge herself as well.

With a massive THUD, Exo-Skull fell to the ground and landed right on his head, a groan of pain escaping his lips as his body actually smoked from the burns he now had. However, his misfortune was not over yet… "Hey, SKULL!" The rhino's eyes opened wide at the sight of Nora standing before him, the girl with her hammer in her hands as pink lightning danced all across her whole body, making her muscles ripple with power. She deepened her voice and bellowed; "RAP TO THIS!"

"Oh no—" BOOOM! With a pull of the trigger, Nora slammed Magnhild into Exo-Skull and send him sailing straight out of the bumper car attraction, creating a large hole in the roof in the process.

As the redheads watched the mutant fly off screaming into the sky, Penny raised one of her Mechano-Crushers up to Nora for a fist bump. "Sensational work, Nora!"

"You weren't so bad yourself, Pen!" Nora returned the fist bump… and immediately shocked Penny upon contact, giving her a short yet rather intense zap. Nora's eyes bugged out as Penny, with a massive grin, her hair sticking up on end, and her eyes the size of peas, fell to the ground like a wooden plank, not moving in the slightest aside from the smallest of twitches. "…Oops."

…..

Meanwhile, Ruby and Weiss had decided to pair up and head in another direction entirely, all while Neo was hot on their tails. Weiss was using her glyphs to make herself faster while Ruby, of course, used her Semblance. But even then, Neo had managed to keep up with them fairly well, running along the rooftops of the concession stands to keep up.

"I seriously don't get what her obsession with you is." Weiss remarked. "Why does she think YOU killed Torchwick again?"

Ruby came to a stop and brought out Crescent Rose, taking aim at Neo and letting off multiple shots at her. Unfortunately, the first shot made Neo shatter before the popped right back up again, only this time much closer to them. "Ugh, she doesn't think I killed him, she just thinks I'm responsible for him getting killed!"

Weiss came to a stop and created an ice wall in front of Neo, which she immediately vaulted over with some help from her umbrella. "Well, I suppose I could see her not liking you then." Weiss admitted. "But even then, it's his own fault for—WOAH!"

Ruby just barely pulled Weiss out of the way from being stabbed by Hush, with Neo wearing a furious expression as she rushed the two of them again. "Might not wanna touch that subject!" Ruby advised as the duo backed up toward a small control booth, one that had a large lever next to it and was stationed near a carousel. "Learned that a long time ago!"

"Duly noted. So, how do we handle her?"

At that moment, however, the lights near the two partners flickered on, catching their attention. And then, much to all three girls' surprise, the carousel suddenly lit up and started up, its horses moving along while it let out a rather chipper tune. "Uh… what just happ—augh!" Taking the opportunity from the distraction, Neo kicked Ruby onto the carousel, tripping her up on the moving attraction as she smacked into one of the horses. Neo performed a leap and landed on the same horse, holding Hush so that its blade was level with Ruby's eyes.

"HEY!" Weiss used one of her glyphs to leap onto the carousel as well, delivering a sharp kick to Neo's gut and making her fall off the horse. The former heiress bent down to pick up her friend. "Ruby, are you okay?"

"Y-Yeah, I am…" The Hooded Huntress wobbled, getting her bearing on the moving ride while Neo got up as well, readjusting her hat in the process. Ruby then took a glance around and saw the large lever near the control booth, which sparked something in her head. "Hey, follow my lead." she whispered. "I have an idea."

"Um… okay?" Weiss replied before Ruby shifted Crescent Rose into scythe mode and took a swing at Neo, who jumped back and grabbed onto one of the carousel's poles. She swung herself around and came leaping back, going to strike Ruby with Hush only for her opponent to block the hit with little effort.

Ruby then leapt back and put Crescent Rose into its sniper rifle configuration once again. "Weiss, Ice Flower!" The former heiress nodded and summoned three glyphs in Crescent Rose's path, all while Ruby took aim at Neo. Ruby loaded up a cartridge of Ice Dust rounds and took the shot, resulting in a rather powerful blast of freezing power to go flying at Neo. And then… it struck her, making Neo freeze up into an ice sculpture in her own image. And, seconds later, it cracked and fell to millions of tiny pieces.

There was silence for a few tense moments, with neither Ruby or Weiss showing any sort of shock at what they just did. …Namely because they knew better. "She's right behind us, isn't she?" Weiss spun around and blocked a sword strike from Neo, who now appeared thoroughly done with their tricks. "Gah, I was right!" Within moments, the two were going head-to-head in a rather even sword fight, parrying, blocking and dodging each other's strikes masterfully without missing a beat. However, with one hard hit, Neo managed to get into a clash with Weiss, resulting in their faces getting dangerously close to one another. "Agh! Ruby! If you wanna pull out that plan, NOW would be a really good time!"

"Don't worry, this is actually the perfect time to start it!"

"Oh good, so what is it?"

"…RUN!" In less than a second, Ruby had used her Semblance and rushed clockwise around the carousel, going in the direction that it was spinning.

Weiss was taken aback by the move, but quickly adapted and made a glyph under her feet, allowing her to rush off in Ruby's direction. This left Neo perplexed for a few seconds… before that was replaced with anger for leaving her in the middle of a fight, leaving her to pursue the duo. Weiss caught up with Ruby and shouted; "THAT was your plan?!"

"Trust me, I know what I'm doing!" Ruby assured as Neo kept on their tails. "Just trust me and follow my lead!"

And thus, the chase kept up, with Ruby and Weiss continuing to outrun Neo as she continued to chase them. It had gotten to the point where they ended up passing each other several times, resulting in pink, white and red blurs being seen on the carousel momentarily before Neo had to stop and take a breath. She spun around, expecting Ruby and Weiss to come her way… only for them to not show up. Neo pursed her lips and quirked a brow, scratching her head in confusion… only to feel the carousel suddenly speed up significantly underneath her, the music speeding along with it. Neo grabbed onto the nearest pole and held on… all while Ruby and Weiss watched the show.

The white and red duo had actually jumped off the carousel while Neo wasn't looking, and had rushed right over to the control lever. The partners wore similar cheeky, conniving grins, with Ruby being the one to push the lever forward slightly to speed it up. "Hehe… I told you my plan would work."

"I have to admit, I didn't see this coming." Weiss smiled. "But Ruby, this is ingenious…" She gestured to the handle and asked; "May I?"

"I'd be insulted if you didn't!"

Weiss took the handle and then cranked it up to full speed, the music now fully on fast forward. They could see flashes of Neo holding on for dear life before Weiss went to pull it back. "Next stop!" She yanked the lever and brought the carousel to a sudden stop… resulting in Neo getting sent flying into a nearby Ice Cream stand. And while there was no ice cream for Neo to hilariously get dunked into, the loud crash was enough for the duo to be assured the job had been done.

Ruby let out a sigh and nodded approvingly. "Ah, glad that's done."

"No kidding." Weiss concurred before eying the carousel suspiciously. "That said… how DID everything come back on like that?"

"I believe that would be my doing." The two partners perked up and saw Nora and Penny coming over, the latter waving to them. "Hello, ladies! I see you have found the carousel!"

Nora eyed the ice cream stand with a smirk. "And you put Neo in her proper place… with the REST of the flavors! AHAHA!"

Ruby rolled her eyes and shook her head. "Heh, if my sister were here, she'd get a kick outta that." She set her sights back to her android friend. "But Penny, how'd you get this place powered back up?"

"Why, nanites of course!" Penny proclaimed as her hand glowed green with several lines appearing over it. "I found the main power station and brought everything back online! This should make things FAR more interesting."

Weiss chortled at that and placed her hands to her hips. "Hmhm, well, can't argue with that. Still, we should probably go find the others and—wait, when did that old man get here?"

"Ah-ha! So, you finally noticed!" The girls spun around at the sound of hands clapping… and Ruby and Penny both did a doubletake at the familiar voice. The duo were stunned to see none other than Orson sitting not too far away from the group in a rather out-of-place recliner, along with Sylvester, who was tied to a post that seemed to have popped right out of the ground. The old man stood up and made his way over to the four girls. "I must say, you all showed quite a bit of ingenuity in the way you defeated your enemies! I'm quite impressed."

"Wait… ORSON?!" Ruby exclaimed. "W-W-What're YOU doing here?!"

"More importantly, HOW are you here?" Penny asked. "How did you travel here from Niagara Falls so fast and… where DID you disappear to back at the aquarium?"

Weiss and Nora both stared at the old man incredulously, the former heiress raising a brow. "W-Wait… YOU'RE this Orson guy we've heard so much about?"

Orson let out a laugh, his hand covering his stomach. "Oh-ho-ho, why yes, indeed I am!" He leaned toward Weiss and Nora with an intrigued smile. "And you two must be friends of Ruby and Penny, correct?"

"Uh… yeah." Nora confirmed. "I'm Nora, she's Weiss." The hyper redhead sent a skeptical gaze to Orson. "But you still haven't answered Penny's questions. How did you get here so fast and just where DID you go when you disappeared at Niagara?"

"Ah, well, one's a simple answer and the other isn't, I will admit." Orson shrugged as he set a hand onto Sylvester's head. "As for your first question, getting from there to Bellwood in two days on horseback isn't TOO out of the ordinary." He faced the girls once again. "As for your second question… well, let's just say I'm good at making myself scarce and leave it at that for now."

"Oh no you don't!" Weiss denied, marching right up to the old man. "There's something fishy going on here and I want to know just what—"

CRASH! "AAAAAAGH!" All of a sudden, the sound of someone screaming from across the park caught the gang's attention, their heads all darting over to the house of mirrors. Orson sent the girls a knowing smile and said; "You were saying, young lady?"

Weiss narrowed her eyes at Orson and pointed two fingers at him. "We'll deal with you later. C'mon ladies, we got a job to do." And with that, the quartet were off, leaving Orson by himself.

The old man straightened out his jacket before sitting back down in his recliner. "Oh, don't you worry, Miss Schnee, you'll find out one day, I'm sure…" Just then, Neo burst out of the ice cream stand, her cheeks puffed out with an irritated expression. She reached down, picked up her hat and put it on her head before storming off after the four heroines, paying Orson no mind at all. "Hm, well, she's tenacious, I'll give her that."

…..

Ilia was frustrated beyond belief as she and Blake entered the building that they saw Subdora disappear into. Of COURSE the Merlinisapien would go right into the House of Mirrors. With her natural ability to disappear with ease, along with the fact that it was likely pitch black in there, it was a no brainer that she'd pick that. "Ugh, great, JUST great." Ilia bemoaned as the two strode in. "How're we supposed to find Subdora now—"

VRRRRMM! Just then, the lights switched on, making Ilia blink in shock. She whipped around and saw Blake standing next to a series of levers, the cat girl having pushed one up. "Looks like we have lights." Blake smiled. "That should make it a little easier."

"Ah-hahaha!" The Faunus duo were put on high alert when they heard Subdora's haughty laugh, scanning the area for her only to see their own reflections. "Oh, miei cari, you definitely have a bit of an advantage now… but I would not count myself out just yet. After all…" At that moment, Subdora appeared at the end of the entry hall, waving to the girls condescendingly. "I am both nowhere AND everywhere!"

Ilia's eyes darted to her left and she shouted; "There you are!" before booking it right down the hall, Lightning Lash at the ready.

"Ilia, wait!" Blake followed after her, reaching out to try and prevent the inevitable. "I-It could be a—"

But it was too late. Ilia slung her whip at the alien… only for it to smash into a mirror instead, sending shards of glass flying everywhere. CRASH! "AAAAAAGH!" Ilia's arm instinctively covered her eyes, her aura thankfully protecting her from the tiny pieces of glass that would've stuck in her skin.

"Mhmhmhm…" Ilia's eyes snapped open and she immediately caught sight of Subdora, the Merlinisapien having actually stood off to the side to let her own reflection trick the chameleon girl. "Tsk, oh, how unfortunate. Ciao!" With another wave, she was gone, but not before Ilia tried to whip at her again.

"Get BACK here—gah!" Without warning, someone grabbed her wrist and pulled her Lightning Lash down, leading Ilia to turn her head to her best friend. "Blake! What're you doing, she's getting away!"

"Ilia, you need to calm down." Blake pressed firmly as she pulled the Lightning Lash out of her friend's hand. "In any normal situation we'd be able to use our weapons against her, but Subdora's in her element here. She wants to try and trick us into hurting ourselves by shattering all of these mirrors before getting the jump on us." She grasped Ilia by the shoulders. "If we want to beat her, we need to out-smart her, not out-muscle her, okay?" Ilia pursed her lips at that, but nodded nonetheless, seeing the point Blake was making. "Okay, now take a deep breath and let's think."

Ilia did as she instructed and took a breath, calming herself down considerably. "Hah… okay, so what do we do?"

Blake smiled and handed her friend's weapon back. "Easy, we take advantage of what WE do best…" the cat girl closed her eyes and her ears perked up, keeping track of every sound in the house of mirrors. It didn't take long before she picked up on the pitter-patter of feet not too far away, and she set her sights down the right hallway. "She's this way. C'mon, let's go!" Ilia followed Blake without hesitation and, soon enough, they came to an area that was one big circle of mirrors, the two seeing their reflections all around them. "Okay, she should be somewhere around here…"

"Hahaha!" The two went on guard again the moment Subdora's laugh was heard, their sights being greeted by multiple reflections of the purple alien surrounding them. "Very good, Miss Belladonna! But now comes the hard part; which Subdora is the REAL one?!"

Blake furrowed her brow and started forward, but then Ilia outstretched her arm, stopping her. "Hold on… I got this." The cat girl sent her a questioning glance, only to be met with an assuring smile, which made her smile back and allow Ilia the floor. The spy began to move about the room, with Subdora greeting her every step of the way.

"Hmhm, stumped, are we?" Subdora questioned as Ilia passed her by multiple times. "Perhaps you should allow your friend to take a crack at—"

"GRAAAAUUGH!" All of a sudden, Ilia rounded about on Subdora and her colors changed to a frightening black and purple, the chameleon girl rolling her eyes to the back of her head for added effect. Subdora let out a loud screech and Ilia smirked. 'Gotcha.' As quick as she could, she pulled out her Lightning Lash and shot a spark of electricity at Subdora, the Merlinisapien convulsing and screaming before dropping to the floor in pain. Ilia delivered a sharp kick to her gut and then punched her square in the face, knocking her out. "HA! Gotcha!"

Blake brightened up at the sight and let out a laugh. "Haha! Alright, Ilia, way to go!"

"Thanks, Blake." Ilia nodded back before giving her best friend a hug. "And… thanks for keeping me on track. I don't know WHY, but Subdora just frustrates me."

"Well, I can't blame you there, she's annoying." Blake picked up the unconscious alien before giving her friend a knowing grin. "That said, you might want to brace yourself. I've heard it's not really good to break a mirror."

Ilia rolled her eyes. "Oh please, do you really believe…" But she trailed off when she realized something, her hands going to her head. "OH SHIT! I live with freaking QROW! Gah, my luck's gonna be utter crap now!"

Blake let out a small chuckle before her ears picked up something from the front entrance; the sound of Ruby's voice. "Blake! Ilia! You guys in there?!"

"Coming, Ruby!" Blake shouted back before putting a supportive arm around her despondent friend's shoulders, leading her out of the house of mirrors. "Don't worry, Ilia. Think of it this way; it could always be worse."

…..

"THIS CAN'T GET ANY WORSE!"

Sun deadpanned as he continued to run, with Thunderhog not too far behind. The large pig man was also spinning his Thunder Mace around above his head, generating powerful electricity inside of it before swinging it forward to send the bolts directly at them. The boys could practically feel the hair on their heads stand on end as the arcs of lightning shot over them, which made Neptune give out panicked shrieks. "Gah! Dude!" Sun barked. "Screaming ISN'T gonna help, you know that, right?!"

"Hey man, I'm sorry, but after getting zapped ONCE today, I'd rather not go through that again!" Neptune argued back.

"Well too bad, son!" Hog proclaimed as he began charging up his mace again. "I'm gonna give you boys the SHOCK of your LIFE!"

Sun looked behind him, shooting the pig mutant a glare. "Sorry Hog, but as someone who's been shocked by you one too many times, I'm not gonna stand for that!" Sun slid to a halt directly in front of the gate to a rather large roller coaster, bringing out Ruyi Jingu Bang before giving it a spin and taking a fighting stance. "You want me?! Well, here I am!"

Neptune stumbled to a stop as well, giving his friend an incredulous look. "Dude! Are you insane?! You'll—huh?" The blue-haired boy paused when the lights around them suddenly flickered on, including the sign for the roller coaster as well. The two boys and the mutant, glanced around confusedly as Neptune uttered; "…Uh, what's going on here?"

"Heh, maybe someone actually GOT this dump up and runni—" CRACK! "GRAH!" Hog was cut off by a sharp hit to the head from Sun's staff, the monkey boy leaping up and over the pig's head before dealing an equally hard kick right to his spine. "AGH!" THUD! Hog landed face first in the mud, losing his grip on his mace in the process.

Sun smirked and thrust Ruyi Jingu Bang right into the middle of Hog's back, making it pop and eliciting a yell from the mutant as well. "Ha! How'd ya like THAT, piggy? I thought you guys were supposed to LIKE the mud!" But then, Sun's eyes widened when he saw a purple light coming from under Hog, the mud itself beginning to bubble with heat. "…Oh no—" BLAM! "AAAUUGH!"

Without warning, Hog came thrusting up from the ground itself, flying straight into Sun thanks to his laser visor and sending them both careening over the threshold of the roller coaster entrance, putting them right onto the boarding platform. With a hard SMACK, Sun landed on the platform… and then Hog came crashing down on him, squishing him with all of his weight. Sun let out a yell of pain before summoning all of his strength to push Hog off of him… and then he saw something interesting. There, on the tracks, sat a train of cars that were grimy and rusty, appearing to have not been used in years… and that made an idea pop into Sun's head.

"Sun!" Neptune shouted as he vaulted over the metal fence and ran to his friend. "Dude, you okay?!"

"Ugh, yeah, I'm good." Sun stood up right as Hog did as well, the pig man glaring at them. "But I think I've got an idea…"

"Hey, I'm open to anything at this point."

"Good. Get on the ride."

Neptune glanced between his partner and the coaster cars, narrowing his eyes at the former and asking; "Excuse me?"

Sun gave him a firm stare and nodded to the cars. "Get in the cars…" He pointed over to the control station. "And you're going to shoot those controls over there. Then we're gonna—"

"Get ourselves KILLED!"

"Dude, trust me, I've got this—AGH!" The two were interrupted when Hog's mace flung right toward them, landing between the two as they jumped out of the way. Sun gave his friend a soft glare as Hog pulled his mace back. "It's either go with my plan or fight the big guy head on, what's it gonna be?!"

Neptune eyed Hog and the cars again before letting out a sigh. "Ah, alright. But if I die, I'm gonna kill you!" Both he and Sun booked it right for the cars, dodging another swing from Thunderhog as they jumped in the second-to-first car. Neptune then aimed Tri-Hard at the control panel, shooting at the large activation handle to switch the coaster on. And, while the wheels were grating on the ears, the train of cars actually began pulling out of the point of entry, taking both Sun and Neptune with it.

"Ha! See ya later, chump!" Sun called out to Thunderhog… only to realize that Hog had jumped on directly AFTER them, sitting in the ride vehicle behind them.

"Oh, I'm sorry… WHO'S THE CHUMP AGAIN?!" Hog took another swing at Sun and Neptune, the duo jumping right out of their car and into the first one. Hog made to follow them, stepping out of his car and into the next one… but then the whole thing lurched backward the moment it began to go up an incline, forcing all three of them to hold on. "Gah! Oh, SO not cool!"

"It is for US!" Neptune shouted as he began shooting at Thunderhog, only for him to raise his Shock Gauntlets and absorb all of the Lightning Dust rounds with ease, using the stored-up electricity to shoot a bolt back at Neptune as well. "AH!" Neptune ducked and then transformed Tri-Hard into guandao mode, taking a stab at Hog as they continued to climb the incline.

Hog managed to catch the blade, however, absorbing the electricity in it the second he caught it. "Ah-haha! Who's the fool NOW, sucka?!" He pushed Neptune back and then went for a punch, only for Sun to blast the fist back with a shot of Fire Dust from Ruyi Bang.

The monkey boy stood defiant as his gunchucks spun around, scowling at Hog and daring him to make a move. "You REALLY wanna get crazy on a moving vehicle? Especially one that's about to start moving REALLY fast?"

Hog stood up and blasted an energy beam at Sun from his visor, forcing the Faunus to duck suddenly. "Boy, I'm willin' to take that risk if it means gettin' rid of some of y'all. So, c'mon, let's take a little right an'—GYAaAaAaAaAH!" Much to Sun's surprise, Hog's body began to convulse as electricity began to course through it, leading him to peer down to see Neptune having snuck under him to deliver a point-blank zap to the pig man's stomach with Tri-Hard.

Hog's body slumped forward and he let out a groan, making Sun laugh and pat his friend on the shoulder. "Ha! Nice one, Neptune! Really beat Hog at his own game there!"

"Don't thank me yet, dude!" Neptune pointed behind Sun with an alarmed; "LOOK!"

Sun's head spun around… and his eyes widened at the sight before him. As it happened, the old wooden coaster's first downward slope had collapsed, leading to nothing but a dead-end track that would most assuredly result in a crash landing. "Oh shit!" Sun grabbed hold of Neptune and made for the side of the car. "JUMP!"

"Are you out of your—MIIIIIND?!" But it was too late for Neptune to argue, as Sun jumped right off the side of the coaster… and then immediately grabbed the first rung he could with his tail. "…Dude, freaking WARN me when you're gonna do that!" Neptune shouted.

Meanwhile, however, Hog was only just recovering from his sudden shock, shaking his head to clear the daze out of it. "Blblblblb! Ah, man, what the hell was tha—AH!" The pig man's eyes bugged out at the sight of the sheer drop to certain doom before him, making him scream; "Oh hell NOOOO!" As the cars made their drop. With all the speed he could muster, Thunderhog began barreling up the cars as they rushed toward the drop, bounding on his hands and feet as they careened off the track.

"Nononono—NOOOO!" As the last of the cars were about to go off the edge, Hog thrust his legs and shot himself up, reaching his hands out to try and grab the track. Fortunately, just as he jumped, he managed to catch one of the wooden planks, making him sigh in relief as he heard the cars impact the concrete and crumple beneath him. "Hah… hah… AH-HA! I'm alive!" Crack! Hog's eyes darted to the board he grabbed… which had just cracked under his weight. "Oh shi—IIIIIIIIT!" BAM!

Sun and Neptune both winced as they watched Hog fall to the ground, the duo glancing toward one another uncomfortably. "Well… I guess this means pigs really can't fly after all." Sun concluded.

…..

Right near where the pig mutant had fallen, Yang and Ren were currently in the middle of a fight with Mercury, the silver-haired assassin having lured the duo over by the tilt-a-whirl. To say that Mercury was able to keep up with BOTH of them up to that point was an understatement, as whenever they managed to close in on him, he'd just pump his legs and leap away. …And the moment that Mercury started the ride up after getting both of them on it had made the whole thing even worse. "Enjoy getting sick, losers! Hahaha!"

"AUGH!" Yang crashed into one of the ride cars as it spun directly into her, knocking her for a loop. "This is getting outta hand, Ren!"

Ren landed on one of the spinning cars as well, though he slipped the moment it spun in a direction he didn't expect. "I know! Gah, we need to take back control!"

"Good luck!" Mercury said as he simply stood on solid ground outside the tilt-a-whirl. "At the rate you're going, you won't be getting anywhere!" Mercury widened his stance a bit. "Now… let's see if I can get in a bit of target practice!" With that, he began kicking his legs and blasting Dust rounds at the two, forcing them to either duck for cover or fall to the floor, neither of which helped their situation.

Yang, who was still standing, pumped Ember Celica and tried to aim at Mercury… but of course, the constantly moving ride made it difficult. "Ugh, nuts to this! I'm going for broke!" The Blonde Brawler crouched down and slammed her fists into the floor, letting off two blasts to propel her into the air. She did a midair flip to rearrange herself before aiming at the ride controls, blasting them to bits with two shots.

Ren sighed with relief as the ride slowed to a halt. "Hah… glad that's over." His attention went straight to Mercury as Yang landed on the ground, with both of them aiming their weapons right at him. "Now, where WERE we, exactly?"

As the green ninja and Blonde Brawler closed in on him, Mercury scoffed and popped a few muscles in his neck. "Whatever, so that plan was a bust. I can still take you both on with my hands tied behind my—" CRAAASHH! "AGH!" Without warning, a whole bunch of rollercoaster cars came crashing down not too far away from the three, causing them all to jump in surprise. Mercury blinked and shouted; "The hell did THOSE come from?"

"I-I don't know, but—wait, does anyone else hear screaming?" Yang asked.

"AAAAAAAAH!" The trio all snapped their heads up… and were greeted with the sight of a falling Thunderhog. And, more importantly… he was falling straight toward Mercury.

Ren and Yang immediately took advantage and surged forward, the former grabbing both of Mercury's arms to hold behind his back. "H-Huh?! What're you—GRAAAAH!" With two powerful punches, Yang broke Mercury's robotic legs, making him fall to the dirt below. "AGH! Yang, you BITCH! What, do you just get some sorta sick satisfaction from breaking my legs?!"

"Considering what you and your girlfriend did to me at the Vytal Festival? Yes, yes I do." Yang smirked before she and Ren both booked it, giving the assassin a condescending wave. "To-da-loo!"

With a blush on his cheeks, Mercury angrily retorted "She is NOT my girlfriend—"

"AAAAAAAH!"

"…Oh no—" THWOMP! "AURGH!" In less than a second, Mercury was crushed beneath Thunderhog's massive gut, leaving only his arms and broken legs exposed as Yang and even Ren laughed while running back toward their allies.

…..

Across the park, meanwhile, Jaune and Pyrrha were in hot pursuit of Emerald, the green-haired thief shooting over her shoulder at them as she ran. She had to admit, she didn't THINK she would get two of the team's best fighters on her tail, but here she was. And unfortunately, she knew she didn't stand a chance if she took them both head on. If she wanted to stand a chance, she would have to outsmart them…

'But how? Think Emerald, THINK!' However, just when it seemed she was strapped for ideas… something entered her peripheral vision. It was a large, estate-like structure that loomed over many of the smaller rides surrounding it, giving it a very creepy sort-of vibe. And, nailed onto the second-floor balcony was a large sign that said; "Museum of Wax" on it. Emerald immediately smirked at the sight. 'Perfect.'

She immediately darted toward the house and used her sickles' chains to get up onto the balcony, pulling herself up with ease. "Catch me if you can, idiots! Hahaha!" And with that, she opened one of the windows and crawled inside, with Jaune and Pyrrha stopping just before the house.

"She's gone inside." Pyrrha noted as she started toward the door. "Come, Jaune, let's go."

Jaune paused for a second as his sights went to the sign above the door, his lips pursing at the attraction's title. "Er… I-I don't know, Pyr. I mean… a Wax Museum? Sounds pretty creepy to me. Maybe we should wait for some backup?"

Pyrrha stopped on the steps and turned to her boyfriend, raising a brow and giving him a smile. "Jaune, is going into a wax museum REALLY that creepy when you compare it to having a Nuckelavee screaming at you while you're fighting it?"

"I… well, no obviously. That's WAY scarier." Jaune admitted before taking a few steps toward his girlfriend, unsheathing his Crocea Mors in the process. "Why don't we just… make sure that we're on our guard, okay? In places like this, you never know what'll jump out at ya."

"Hm, and that includes Emerald." Pyrrha nodded and pulled out Milo, keeping the blade securely in her hand. "Alright, let's not venture too far away from one another. Keep close to me, okay?"

Jaune smiled as he drew nearer to her, his blue eyes locking onto her green ones. "Hmhm, well, to be honest, that's not gonna be all that hard."

Pyrrha wanted to roll her eyes… but her spine was too busy squirming for her to do so. 'How does he do this to me?' She let out a chuckle of her own and shook her head, giving her boyfriend's chest a small shove. "Alright, Casanova, let's focus on the mission at hand… and then once we get home, THEN we can have a little us time."

"Sounds good to me." Jaune hummed as the couple stepped into the attraction… and were immediately greeted with the uncanniest of valleys. There, strewn all across the room were life-sized statues of various people, all of them staring soullessly into the void in a variety of poses. Jaune shuddered at the sight of them, keeping as close to Pyrrha as he possibly could as they approached them. "Ugh, these things are a bit TOO lifelike if you ask me."

"They definitely seem convincing…" Pyrrha set her gaze down to the plaques that were in front of most of the statues, reading off their names. "Let's see… John Henry, Groucho Marx, Amelia Earhart, Charlie Chaplin, Lizzie Borden… oh! William Shakespeare!" Pyrrha smiled up to the statue of the balding man in the frilly collar, seeing the quill and parchment he held in his hands. "Gwen told me of this person. She says he was a famous playwright from a long time ago." She glanced over to Jaune and added; "She's been meaning to show me some of his plays."

"Heh, I see." Jaune grinned. "Pretty cool…" His focus then shifted over to another wax man not too far away from them, one who wore a heavy brown coat, a deerstalker hat, and kept a wooden pipe in one hand and a magnifying glass in another. "Woah, who's this guy?"

Pyrrha eyed the plaque and let out a gasp. "Ah! That's Sherlock Holmes! Gwen's been wanting me to read some of his books!"

"Is he an author?"

"No, he's a fictional detective who solves thrilling mysteries!" Pyrrha gushed as she took in the statue's detail. "Well, now I'll know how to visualize him in my head, at least—AAH!"

Jaune circled around and pointed his sword up. "W-What?! What's wrong, Pyrr—AH!" Jaune leapt back at what Pyrrha had seen as well, being greeted by the sight of a pale, bespectacled elderly man whose grey hair was balding and whose suspenders were hiked up halfway up his stomach. He held a mic in his hand and his smile was VERY creepy. "Ugh! W-What is that?! Some sorta goblin?!"

"Th-The plaque says "Larry King"." Pyrrha grimaced. "But as far as I'm concerned, he's probably the only genuinely creepy figurine in this place. Let's move on…"

The duo's focus quickly shifted to another group of four wax men that were all grouped up together. Two of the men were in identical blue and white suits with black boots and matching powdered wigs, one man was much taller than the other three with a black beard, a black suit with a matching tall top hat. The last one was a rather stout man in a brown suit and a bushy brown mustache, and he was also the only one wearing spectacles as well. "Huh, I wonder who these guys are?" Jaune asked out loud.

Pyrrha leaned over to inspect the plaques. "Hm… Thomas Jefferson, Theodore Roosevelt, Abraham Lincoln and George Washington… wait, those names DO sound familiar." The Invincible Girl pursed her lips as her gaze went back to Washington. "I wonder if they're… they're…" Pyrrha's eyes slowly widened in horror the moment she saw something off; Washington's eyes were rolling into the back of his head, as were the four others as well. "Uh… Jaune?"

"I see it." Jaune's voice wavered as he and Pyrrha took a step back… only for both to let out a yelp when Lincoln's arm began to move. Then, all at once, the four wax men ALL began moving, their mouths all falling open as inhuman groans began escaping their throats. Before long, ALL of the wax figurines began to do the same, moving toward Jaune and Pyrrha with similarly stiff walks. "Oh man, I KNEW it! This place is haunted!"

"Stand your ground, Jaune!" Pyrrha shifted Milo into its rifle mode and took aim at Sherlock Holmes, shooting him straight in the throat. Unfortunately, however, the wax simply reformed, sealing up the hole that the bullet had left. "Oh… that's not good."

Jaune let out a battle cry and swung Crocea Mors at William Shakespeare, hoping to take his head off. But, once again, the wax simply reformed the moment Jaune sliced into the wax playwright, who began stabbing his quill at the blonde knight. "Gah! Oh, you've gotta be kidding me! Woah!" At the last moment, Jaune dodged an axe swing from Lizzie Borden… only to be met with Amelia Earhart, who put him in a headlock. "AAAGH! Pyrrha!"

"Jaune! AH!" Pyrrha leapt out of the way of John Henry swinging his hammer at her, rolling and landing in a crouch on the other side of the room. The redheaded warrior breathed hard as she searched for something to turn the tide of this fight while also allowing her to rescue her boyfriend… and then she came across something odd.

Up in the furthest corner of the room, there was a balcony overlooking the first floor… and there was a spot up there that was slightly distorted in her vision. Pyrrha's eyes narrowed and she could make out a figure standing up there, to which she shifted Milo into its javelin mode and threw it up at the distortion… and she heard a scream followed by a thunk in the wall. "Hmph… I knew it. Emerald!"

Pyrrha's vision cleared and indeed, she saw Emerald up on the balcony, the thief hyperventilating after having dodged the speeding javelin. And then, right after that, all of the wax figurines disappeared and then reappeared in their respective places, revealing them to have not moved at all. "Hah… hah… ARE YOU CRAZY?!" Emerald shouted.

"Oh, please, you wouldn't have been killed." Pyrrha waved off. "I was aiming much too high to have hit your head." The redhead's attention immediately went to Jaune, who had fallen to the ground the moment that Amelia Earhart had disappeared. "Jaune, are you alright?!"

"Yeah, I'm good." The blonde knight stood as he brought up his weapons. "Should've guessed this was Emerald's work." He aimed his shield blaster up at the balcony, loading it up with Orange Dust shells. "Hey, Emerald! Eat this!" With several consecutive shots, Jaune sent explosive rounds up at the green-haired girl, making her retreat back toward the windows.

The moment she got to the nearest window, Emerald began firing back at the couple with Thief's Respite, making them raise their shields to defend themselves. Pyrrha raised her hand and pulled Milo back to her hand with her Semblance, firing several more shots at the thief as she backed up toward the window.

But then, the comm in Emerald's ear began to make noise, getting her attention instantly. "KSSSSHHH—Emerald!"

Emerald put a finger to her ear and responded; "Mercury?! W-What's wrong?!"

"Ugh… I just had about TWO TONS of pig dropped on me, THAT'S what!" Mercury shouted. "And YANG broke my legs again!"

"Hey, I ain't THAT heavy!" Hog protested, leading Emerald to roll her eyes.

"Hah… just hold tight, I'll be right there." Emerald sneered down to the couple and pointed at them with her weapons. "You two are lucky that I have somewhere else to be. We'll finish this another time…" And with that, she leapt out the window, much to the two partner's surprise.

"W-What?!" Pyrrha gawked. "Emerald, get back here!"

Jaune's shoulder's slumped as his face scrunched up in confusion. "Why the heck would she just leave?"

Pyrrha shook her head at that. "I don't know… but if anything, at least we're not seeing things anymore. And hey, the building didn't collapse on us, so there's a positive. Would not have surprised me if this old place came down in the battle."

"Yeah, but… I don't think the wax figures were so lucky when we were under Emerald's little spell." Jaune said before pointing toward his feet. "I decapitated Larry King."

The redhead's eyebrows shot up and her eyes darted around… only to see that there was another figure lying on the ground as well. "Oh… and I shot Lincoln in the head. Come on, let's get out of here."

…..

On another far side of the park, the Big Top loomed over the other attractions, casting its massive shadow over the rest of them. It was here where a certain quartet of combatants had decided to take their battle, fighting tooth and claw with one another the whole way over. Through the front curtain, Rex came flying in with a loud yell, having been blasted straight on in the chest from Rojo's rifle. Fortunately, he had taken much worse in his career… but it still hurt like hell. "GAAAAH!"

CRASH! The EVO's body slammed right into a pyramid of old performing pedestals, knocking them all over and on top of him. Rex groaned as he made to dig himself out, only to hear the incoming chuckles of Rojo herself. "Hmhmhm… seems like you're not on top of your game today, kid." Rojo shouldered Bloodstrike as she sauntered in, smirking all the while.

Rex grit his teeth and gave an exerted yell, pushing the rubble off of him before kicking up onto his feet. "Grah! Well, sorry if I seem a bit unfocused. I've got a hot date on my mind that I've been planning out for days now."

"Oh, yeah! You and the Ice Queen are a thing now, aren't ya?" Rojo pulled her gun up and cocked it, making it power up once again. "My honest opinion? I think you two are perfect for one another..." She aimed Bloodstrike at him and shouted; "For a couple o' TWERPS!"

BAM! The moment Rojo fired, Rex activated his Block Party, raising the energy shields up to deflect the blast. The laser rebounded and shot up through the top of the tent, allowing Rex to switch right into his Punk Busters and launch himself right at Rojo. He reeled his foot back to kick her, but the bounty hunter performed a series of backflips to get away, converting Bloodstrike into blade form as she stopped.

Rex followed after her, though, and brought out his BFS, taking a mighty swing down onto Rojo himself. The redhead immediately raised her blade up and blocked the strike, clenching her teeth as Rex put more force behind it. But, what she hadn't counted on was that his Punk Busters were still out, and in an instant, Rex kicked Rojo away, sending her flying right into the bars of a lion cage.

"You wanna run that by me again, Rojo?!" Rex barked as he went for another strike.

Before he could make contact, however, Rojo jumped right up and onto the top of the cage, leaving him to swing at nothing. "Nah, I'm good!" Rojo dived down and went for a downward stab right into Rex's back, but the EVO successfully got out of the way. Rojo landed on her feet and let out a yell as she swung again, only for Rex to parry that strike again. With another powerful kick from his Punk Busters, Rex pushed Rojo back into the center ring, the woman doing a flip so she could and in a crouch.

"Might wanna face facts, Rojo." Rex declared. "Us heroes? We don't get backed into a corner for long!"

GRRROOOOOOAAAAARRR!

At that moment, an earth-shaking roar suddenly alerted the duo to the presence of a certain monster that had been fighting the bearer of the Omnitrix… and from the sound of it, it was getting close. Couple that with the loud yell that was quickly approaching, and it made Rojo smirk. "Maybe so… but they can still always get the shit kicked outta them by the end of the day."

RRRRRIP! "AAAAAAGH!" At that moment, Blitzwolfer came falling through the top of the tent, directly above both Rex and Rojo in the center ring. However, he had also fallen right above the tight rope, which he was quick to grab onto. "Gah! Man, COME ON!" the Loboan shook his head. "Does ANYTHING get through to this eight-legged freak?!"

"Ben!" Rex called up… only to suddenly get rushed by Rojo, who proceeded to blast holes through his Punk Busters while he wasn't looking. "GAH!" Rex blocked an incoming swing as Bloodstrike took its blade form once again. The EVO set his sights to the hero again and asked; "…How're ya holding up?!"

"Oh, ya know, just looking down at what the Flying Grayson's saw before they died, so you know, my day's going SWELL."

Both Rojo and Rex paused at that remark, the former glancing up to him. "…Dude, dark."

GRRROOOOOOAAAAARRR! The three all snapped their heads around to see the Vicetopus come barreling through the Big Top's curtain, roaring as its eight legs moved it along straight toward its target. Blitzwolfer sighed and shook his head. "Alright, I've had ENOUGH of this! Time to put on some muscle… and since we're in a circus tent…" Blitzwolfer let go of the tight rope, narrowly avoiding one of the Vicetopus' tentacles as it extended toward him. He then hit the Omnitrix on his chest and transformed once again… and with one powerful swing, a grey-skinned fist hit the Vicetopus across the face.

Rojo and Rex had to duck out of the way as the alien landed on the ground, his massive feet supporting his equally large and muscular body. He wore green and black armor over his torso and had a pair of black fingerless gloves and green bracelets on his wrists, with the Omnitrix placed directly in the middle of his chest. His huge, pointed tusks jutted out from his upper jaw while his big ears flapped out from the side of his head. And finally, his long trunk rose up and let out a loud; WAAAAAAOOOOOON! Rojo and Rex had to cover their ears it was so loud. The alien narrowed his green eyes at the Vicetopus and declared his name; "DYNATUSK!"

Rex pumped his fist and cheered; "Haha, alright! NOW it's a party!" With that, he tackled Rojo to the ground and began clashing his blade with hers once more, the redhead angrily shouting at him.

Dynatusk scowled at the Vicetopus as it roared at him again, leading him to punch his fist into his palm. "Alright, tough guy. If THAT'S the way you wanna throw down, then let's do it! RAAAAH!" Dynatusk charged straight at the Vicetopus and the two began to grabble with one another, the Vicetopus' eight tentacles quickly encircling the Paku-Dermoloid. However, the hero's hands quickly went for the beast's maw, catching its beak as it tried to snap at him with its jaws. "Grah! Hah, you think you're pretty slick, don't ya?!"

Dynatusk kneed the Vicetopus right in the gut, making it cry out in pain before the hero took control. He summoned all of his strength to push the Vicetopus onto its back and quickly set all of his weight onto it, slamming his tusks into its shoulders for good measure. He wrapped his trunk around the beast's neck as he performed several sharp and hard body and head blows in quick succession, eliciting more shrill cries from the monster. However, before he could go any further, he felt something blast him in the back, making him glance over to see Rojo aiming at him with Bloodstrike.

"Get your hands off that poor dog, you jerk—AAAGH!" All of a sudden, Rex came back and brought out his Blast Caster, whipping it around Rojo's waist and sending a huge surge of energy into her. Then, with a powerful toss, he sent her straight toward the entrance.

"Ben, give the big dog a toss!" Rex ushered.

"Exactly what I was thinking!" Dynatusk agreed before grabbing the Vicetopus and lifting it up and over his head. With a couple of strong spins, Dynatusk flung the beast straight over Rojo's head and back through the curtains, making it crash into several old concession stands outside. Rojo stared after the beast worriedly before glaring back at Dynatusk and Rex, the two boys approaching her. "So… you wanna take your chances with us, Rojo?"

Rojo quickly got to her feet and was ready to take another shot… but then her comm activated. "KSSHHH—Rojo! We've got a problem here!"

Her brow furrowed as she responded. "Kinda busy here, Em, what's going on?"

"Mercury and Hog are down, and I think Subdora might be as well, I haven't gotten a response from her." Emerald elaborated. "I found Skull and were headed to rendezvous with Merc and Hog, but we NEED to regroup."

Rojo pursed her lips before letting out a sigh. "Tch… I'll meet you in a minute. Rojo out." She deactivated her comm and pulled out something from her utility compartment; a small, rectangular device with a big red button on it. Her red visor lowered and she glowered a the two heroes. "It's been real, boys."

"W-What?!" Dynatusk saw Rojo press the button and drop the device, booking it right for the curtain. "Rojo! Don't you dare—" BANG! The device suddenly exploded in a massive flash of light, blinding both Dynatusk and Rex at the same time.

"Agh! My eyes!" Rex cried, deactivating his Blast Caster to cover his eyes. "Where'd Rojo go?!"

"GRAH! DAMMIT!" Dynatusk punched the ground while rubbing his eyes, the flashbang dissipating soon after. "Ugh, she got away!" The hero's shoulders sagged a bit before letting out a sigh, getting back onto his feet. "Well, if what I heard on that call is true, I think we might have 'em on the ropes, so that's a good sign."

Rex crossed his arms, pondering what to do next. "Okay, so… what now?"

GRRROOOOOOAAAAARRR! The familiar roar caught both Rex and Dynatusk's attention, the Paku-Dermaloid balling his fists back up. "Now? …We keep doing what we've BEEN doing. Let's put that monster in its place."

…..

The Big Top wasn't the only thing that imposed its massive size over the park, however. As not too far away from it, the Ferris Wheel also stood tall, though it had certainly seen better days. The metal structure was pretty much rusted all around from years of rain exposure, with the white and red paint continuing to chip off. Also, several of the passenger cars had gotten so rusty that the wheel couldn't hold them up anymore, their secure bolts breaking off and leading to the pods falling down to the ground below.

It was here that a certain pair of Maidens had taken their own fight, the two combatants clashing together and creating powerful shockwaves as a result. Cinder and Raven both went sliding backward under the Ferris Wheel, the former leaving flaming streaks from her feet while Raven flipped up into the air, all while focusing her Maiden power into Omen. Her sword's Ice Dust blade began to glow more intensely and she slashed it at the air as she flipped, creating a huge wave of icy energy that went straight toward Cinder.

The Fall Maiden retaliated by heating up her own blade through HER Maiden powers, sending a similar wave of heat energy at the incoming attack. Both waves collided in mid air and evaporated upon contact, creating a slight mist throughout the area. "You know this is foolish, Raven." Cinder said with a smirk. "You may have more experience, but I'm younger, faster and FAR more limber. I think we both know who's going to—"

"I'm sorry, but could you repeat that?" Raven raised a brow with a knowing smile. "Because what you just said could VERY much be taken out of context."

"W-What?" Cinder stammered. "What do you—" The Maiden's eyes snapped open in realization with a disgusted expression. "Oh… OH! By the gods, did you REALLY just—AGH!"

With surprising speed, Raven suddenly shot forward and kicked Cinder straight in the gut, sending her flying into one of the passenger cars and making the remaining glass in the window shatter. With another slash of her sword, Raven sent another wave of ice at Cinder, who was successfully frozen to the car. "Hmph, I thought that would take you off your game." Raven chortled. "Yang suggested that I should try bantering a little more."

"And your FIRST immediate thought was to use an innuendo." Cinder rolled her eyes. "Typical. Your daughter always WAS a bimb—AH!"

Raven, with a deathly glare in her glowing eyes, placed the tip of her blade mere centimeters away from Cinder's throat. "Finish that word and I WILL kill you. I don't care if Ben reads me the riot act, I will NOT have you insulting my daughter in such a manner!"

Cinder gulped and let out a sigh. "Very well, if you insist. But there IS one problem…"

"And that is—AUGH!" In a split second, Cinder's hand melted through the ice and shot out an obsidian dart straight at Raven, slicing along her shoulder and making her stagger back. Raven clutched at her shoulder as Cinder made the rest of the ice melt, the Fall Maiden slowly strutting over to her.

"Ice cannot hold me." With those words, Cinder's Aura began intensifying as the wind whipped around her, making her fly up into the air. Raven scowled through the pain and began to do the same as well, bringing her sword up as Cinder created a blade for herself.

Once the two Maidens were eye-to-eye, they flew right toward one another and clashed their blades, their strikes unrelenting and without any hesitation. Before long, the wind had carried them both up above the height of the Ferris Wheel itself, and as their duel continued, it got more intense. And with that intensity, their power began building more and more as a powerful, fiery red energy began to circle around Cinder. The same could be said for Raven as well, though the energy that surrounded her was a cool, icy blue color. The two Maidens clashed one final time, with this one being enough to blow the both of them back.

Cinder let out a growl and began to focus, bringing in the energy that surrounded her to form one behemoth of a long sword. It was a trick that she had used on Chromastone before, but seeing as Raven wasn't exactly made of stone herself, she had a feeling this would be MUCH more effective on her. However, Raven saw the little trick and mimicked it herself, sheathing Omen before bringing in the icy energy to form a huge ice blade.

The two combatants narrowed their gazes at one another and flew in, bringing their blades together in a huge clash that sent massive shockwaves through the entire park. The tents began wafting in the wind and several attractions shook from the force of the blow… but none more so than the Ferris Wheel itself. Raven and Cinder pulled back and then went for another strike, sending out even MORE shockwaves in the process. This was all too much for the rusty struts and supports to take… and they finally began to break, resulting in the massive wheel itself falling down onto the ground. Rather than roll away, however, it bent in on itself almost instantly, resulting in it tipping over onto its side.

Raven had seen this out the corner of her eye and initially paid it no mind… but then she did a doubletake when she heard a series of yells from down below. Her eyes darted down and saw her daughter, along with the rest of Team RWBY, Team JNPR, Team SN, Ilia and Penny all standing together as the Ferris Wheel began to tip right toward them. They were running as fast as they could, but just by the shadow of the wheel alone, she could tell they wouldn't make it.

"NO!" Raven cried before shoving her blade to the side, which made Cinder's do the same. In the blink of an eye, Raven rushed in and kneed Cinder in the head, sending the Fall Maiden reeling before she just ducked out of the fight. With her her massive blade of ice in hand, the Spring Maiden came hurtling down toward the wheel. She raised her sword over her head and, with one clean slash, she sliced it right in half. The two halves parted ways and crashed in separate places, leaving the teens all unharmed.

Raven landed right in front of them and rushed to her daughter, her blade dissipating as she enveloped Yang in a tight hug. "Ah, my god, is everyone alright?!"

"Are you kidding?!" Yang beamed as she hugged her mother. "Mom, you were AWESOME!"

Ruby clapped in approval. "Yeah, Raven, you saved us all!"

Weiss nodded with a smile. "That was quite spectacular."

"Hmhm, thank you, I—wait." Raven raised an eyebrow over to Blake, who had Subdora slung over her shoulder. "Blake, is she…"

"Unconscious? Yeah, she is." Blake assured. "Trust me, she's not going any—" CRACK! "AGH!" All of a sudden, Rojo came running up from behind Blake, delivering a sharp kick straight to her back, flinging Subdora's body in the process.

"Blake!" Sun ran up to catch the cat girl before she fell to the ground, all while Exo-Skull caught Subdora.

The rhino mutant chuckled as Rojo and the rest of the villains regrouped around him, with Emerald and Neo supporting Mercury while Thunderhog limped over to them. "We'll just be taking HER back, thank you very much!" Skull let out a low growl as his horn laser began to light up, along with Hog's visor and Rojo's blaster. Cinder also came flying down to the ground, her hands beginning to crackle with lightning. "Now, we're gonna teach you all a little lesson! That being…" BAM! The three laser blasts and the bolt of electricity all intertwined exploded into a brilliant light, making the team duck for cover. With a huge tower of smoke surrounding the heroes, the Ministry all grinned insidiously at what they had done. "DON'T FUCK WITH US!"

"And that's a motto we can live by!" Rojo pounded her breast plate before turning to Cinder, giving her a wink. "Gotta admit, Cindy, that was quite the show."

Cinder pushed a stray lock of hair behind her ear and wore a proud smirk... though for some reason, her cheeks were tinged just a bit pink. "Hm, it was, wasn't it? …Wait, Rojo, where's the dog?"

GYYYAAAAAAUUUUGH! The group of villains all whipped their heads up at the sound of the shrill cry of the Vicetopus… only to then see it come careening down toward them. Rojo deadpanned at the sight. "Oh… yeah, right. EVERYBODY SCATTER!" The eight villains let out a yell and did as she said, making room for the Vicetopus to crash land.

Emerald, Mercury and Neo all coughed up dirt as they raised their heads up… and were met with the sight of an approaching Dynatusk and Rex. Both heroes were glaring daggers at them, all while the rest of the team stepped out of the smoke from the blast as well. "…Well, shit." Emerald muttered while Neo facepalmed, the Omni-Hunters effectively surrounding them.

"This definitely ain't good." Mercury shook his head.

"That's an understatement." Ilia pointed her Lightning Lash at the group while Penny readied her Bash Blasters, the powerful cannons beginning to light up. "This whole thing has gone on for LONG enough."

"My thoughts exactly." Dynatusk concurred as the rest of the team aimed their weapons at them. "Now, you guys have two options;" The Paku-Dermoloid pointed at the Vicetopus, which let out a hiss at it got onto its tentacles. "You surrender peacefully and we take the collar OFF that thing so we can send whatever that device is to Azmuth. OR… we can take you down by force."

Raven sneered as her eyes began glowing again. "Your choice, Cinder."

Cinder's teeth grit down in frustration. 'No… no, we are SO CLOSE! If we keep going, we CAN beat them!' However, she set her eyes onto Mercury and Subdora, and doubt began to creep into her mind. 'But… we're down two fighters. Ugh, there must be SOME way we can—' VRRRRRMMM! All of a sudden, the sound of loud engines began roaring overhead, leading everyone's eyes to widen as a powerful wind began to whip through the area.

"AUGH!" Jaune raised his shield up, as did Pyrrha, the two surrounding their team as well as Ilia and Raven while metal debris began to fly around the place. "What's going on?!"

"I don't know!" Dynatusk said as he began protecting the others as well, circling his arms around Yang, Ruby and Team SN, while Rex protected Weiss. "It… it almost sounds like a ship's overhead!" He craned his head up to the afternoon sky… and saw nothing. "…But I can't see anything!"

"I can!" Penny shouted, her eyes narrowing up to the sky. "I can sense its systems perfectly! It is using a cloaking device to hide itself!" VRIM! "Hm?" A new sound graced the android's ears and she moved her head back down… only to see a large, yellow beam having surrounded the entire Ministry. "W-What in the world?!"

Raven stepped forward and reached her hand out to the beam. "What is this—GAH!" The moment she touched the beam, a strong shock went through Raven's hand, making her recoil.

Rojo threw her head back and laughed. "HA! Well, whaddya know? Our ride is here!" She gave a salute and flipped up her middle finger to the Omni-Hunters. "So long, suckers!" She gave a thumbs up to the invisible ship above and requested; "Beam us up!" Then, in a flicker of light, the villains and the Vicetopus all disappeared, with the beam of light doing the same as well.

"NO!" Dynatusk ran to where the villains had once been, with the engines of the invisible ship roaring to life once again before blasting off to places unknown. With an enraged expression, Dynatusk reared back and let out an angry trumpeting sound before transforming back into Ben. The hero struck the ground in frustration, making his knuckles bleed. "GODDAMN IT! They got away again!"

Nora nearly bent the handle of her hammer over her knee in frustration. "GAH! And after all THAT?! You've gotta be kidding me!"

Ren's brow furrowed and he crossed his arms, shaking his head in disappointment. "This isn't good. With the villains on the loose and them already finding allies here on Earth, we've just been handed a whole NEW problem to deal with."

Neptune placed a hand to his chin in thought. "Yeah, but… who do you think Rojo's mentor is…" He glanced over to the Omnitrix bearer and quirked a brow. "And why would he wants to hunt you down, Ben?"

"He's got a point." Blake added as Sun helped her up. "I know that it's probably not new for you to have a target on your back, but being considered prey in a hunt?"

Ben sighed and he got back to his feet, turning back to his team with a serious expression. "Well, to be perfectly honest, I HAVE been hunted down before. But quite honestly, if this hunter, whoever he is, wants to hunt me down… then I say bring it, because I'm going to make sure he's sorrowfully disappointed."

Yang smiled and went up to Ben, bumping a fist to his chest. "Hey, that's the spirit, Green Boy. We'll show whoever Rojo's mentor is that if you mess with one Omni-Hunter, you mess with all of us."

Sun rubbed the back of his head sheepishly. "Again, that name's gonna take some getting used to… but Yang's right. We're behind ya, man. All the way."

Ben couldn't help but smile at that. "Heh, thanks guys, much appreciated." However, at that moment, the sound of several approaching vehicles graced their ears, leading them all to look over and see a number of Plumber tanks making their way over to them. Along with the takes was also Coco's roadster, the brown and gold vehicle screeching to a stop. "Heh, well, guess better late than never."

The tanks all stopped behind the car as Cooper and Team CFVY emerged, with Coco in particular giving the group an incredulous gaze. "Guys! What the hell just happened?!"

"We saw the Ferris Wheel come crashing down and—" Cooper stopped himself the moment he saw the giant ride having been cut right in half, the rusted metal having crumpled upon its impact with the ground. He also noticed the notable absence of the Ministry as well. "…And it seems we missed all the action."

"Damn it!" Coco stopped her foot while the rest of her team groaned, lowering their weapons sadly. "And here I thought we'd get some more action!" It was then, however that she noticed Raven standing off to the side, making her eyebrows raise up in surprise. "Oh, hey Raven! Didn't expect to see you here."

Raven nodded back to her. "Hm, I'm sure you didn't…" She trailed off as she saw Winter and Six approach her from the side, to which she turned to them. "Hm, well, I'm at least glad that backup WAS sent, even if you ended up going on a wild goose chase."

Winter gave a small shrug. "Well, we certainly weren't expecting Gwen to take you all out here of all places. Where IS she, by the way?"

"Kevin took her back to Ben's house, sis." Weiss answered. "She was pretty spent after that big spell."

Six furrowed his brow. "I see. And what about the Ministry?"

"Gone, Six." Rex crossed his arms. "Apparently, Rojo's old mentor is on Earth, and HE'S the one who's been sending that transforming predator after Ben. He came by in his cloaked ship and beamed them up to escape."

"I see." Six replied, raising a brow to the group. "Well, I can at least say that you kids had the right idea in getting the villains away from Bellwood… even if the destruction of public property is still pretty significant."

Ruby gave a nervous laugh, her hand going to her neck. "Ah-haha… yeah, the first half of that fight did NOT go well, but… hold on!" The Hooded Huntress' eyes widened in realization before her head snapped to Penny, Weiss and Nora. "Did anyone keep their eye on Orson?!"

The three girls all gasped at the realization. "N-No, we didn't!" Penny said. "Give me a moment!" All at once, her jetpack activated and she flew right to the carousel, activating her scanners as she landed. Unfortunately, though, the only signs of sentient life she could pick up was everyone currently gathered not too far away… with no sign of the old man. With a heavy sigh, she returned to the group, a small pout on her lips. "…Well, darn, he's gone again."

Ben and the others all sent the girls a concerned gaze. "Wait… you mean you saw Orson again?"

"Yeah, and he's real alright." Nora reported. "Definitely looked like a mysterious old man to me."

"And for some reason, he was really invested in the way we fought." Weiss noted as well. "Fairly strange…"

Ben shifted his gaze over to Raven, Six and Winter, who all gave him a nod before he turned his attention back to his team. "Well, for now, I think we've had enough excitement for one day. We'll talk more about Orson when we get back home. C'mon guys, let's get back to my place. Gwen's probably pretty out of it, so we should see how she's doing."

…..

Unbeknownst to the team, however, Orson was standing just outside the park atop a great hill that overlooked it, the old man wearing a wry grin. Next to him, Sylvester nickered in approval while a small raven landed on his back, all while they watched the group of heroes leave. "Hmhm, yes, old friend, I must admit, these young ones are quite capable young fighters." Orson chortled before his eye caught Raven once again, his intrigue piquing once again. "And I can see that they must have a great and powerful teacher as well. Hopefully she can sufficiently prepare them for what's coming…" He hopped onto the horse's saddle as the corvid flew up and onto his shoulder, with Orson lightly tapping his heels to Sylvester's sides. "Now come long. We have places to be." And with that, the strange trio rode off… only to disappear into the ether once again.

…..

A/N: And there we go! The first big battle between the Omni-Hunters and the Ministry of Darkness has come to its conclusion. And as you've seen, it was quite the battle through Zombozo's old stomping ground, for sure. We saw several different attractions and the team ended up taking on the Ministry in several different unique ways. …And I may or may not have added in a few references in this chapter, some obviously more than others. Try to spot them if you can, hehe…

And hey, it's the Ultimate Omniverse debut of DYNATUSK! I'm sure you guys remember him, right? Also, we got in a bit of Raven action for this one, and against Cinder to boot! But, in the end, the Ministry managed to get away via their new ally interfering. Just what will Khyber think of this team of villains? Well, we'll just have to find out. And indeed, it seems like Orson's popped up again as well. But just what does this man want and for what reason is he observing how the Omni-Hunters fight? Well, that's going to have to wait for the future. But for now…

NEXT TIME! The gang return home to reconvene and discuss just what happened at the carnival… while also having a bit of a discussion with Ben about the new little factoid they learned about him. Meanwhile, aboard Khyber's ship, the hunter himself makes his presence known to the Ministry, and while he's pleased to see Rojo, he's a bit more critical of the others, especially in terms of their near failure. What will become of this? Well, tune in next time to find out! Thanks for reading everybody and I'll see you all later! And, as always, stay safe out there!