A/N: Morning, everyone! And welcome to the official start of the "Of Predators and Prey" arc! Now, full disclosure… this chapter ALSO ended up being a lot shorter than I had expected it to. Granted, I once again didn't need to adapt the FULL first part of the episode (expect this to be another 3-parter, by the way), so I guess that's to be expected, but still, it surprised me. Now that said, you probably CAN expect the next to parts to be longer, especially since there'll be more fighting to be had there, but for now, let's see what goes down here, shall we? This is…

Chapter 46: Of Predators and Prey, Part 1

…..

As Thursday morning came to the town of Bellwood, Team RWBY found themselves in a… very unwelcomed situation. After last night's little… scene involving Gwen storming out, Ben had decided to workshop the plan with the team a bit further. And while some interesting ideas and suggestions were thrown around, no one could really come to a conclusion. So, Ben decided that there was probably one sure-fire thing that he COULD do, and that was seek advice from the one person he trusted more than anyone else, even Gwen and Yang. …Though to be fair, the blonde WAS catching up there.

But no, the hero had decided that it was time to seek guidance from Grandpa Max, and that's just what he and Team RWBY were off to do. The only issue? It was seven in the morning. Definitely NOT an ideal time for the four girls, who Ben had asked to rise and shine bright and early to go do this. And needless to say, they were just barely awake. "Ugh… remind me why we HAVE to do this so early?" Blake asked, rubbing her tired eyes.

"Because this is probably the best time we can catch grandpa before he has to go into work." Ben answered plainly. He peered to the girls in the backseat, seeing that Blake was keeping her head low, Weiss was giving him an irritated glare, and Ruby… was back asleep. He figured he'd let her nap at least until they got there. "I'm sorry to get you girls up so early, but I honestly want all of you here for this."

"That's all well and good, Ben, but let me tell you; you're denying me a good extra hour of beauty sleep for this." Weiss pointed at him in the mirror. "And I will not forget that."

"As compensation, I'll let you sleep until nine tomorrow."

Weiss pursed her lips at the hero's offer… but had to admit that it sounded nice. "…Alright, fine, but I'll hold you to that."

Ben hummed an acknowledgment before eyeing his girlfriend. "Yang, did you get through to grandpa?"

The Blonde Brawler held up her scroll, though she shook her head. "Sorry, Green Boy. I sent him a message and it says he read it, but he hasn't responded back yet." She glanced down to her screen, unsure of what to do. "Should we be worried?"

"About Grandpa Max?" Ben smirked and scoffed at the idea. "Psh, nah, he's probably fine. Probably just too busy getting his breakfast ready." Before long, though, as they were pulling into the RV park where the magister lived… they were met with a disconcerting sight. Ben slammed on the breaks in shock as one of the Rustbucket's windshields had been busted open, making everyone gasp as Ruby was jostled awake.

"Snnrt! HUH?! Who?! WHAT?!" Ruby snapped her head around, her eyes snapped open. "W-What did I miss?!"

"The Rustbucket… something's happened!" Blake opened her door and got out, though not before Ben did. The five teens rushed up to the RV and made for the front door, taking note of the broken glass outside of the vehicle. "…Whatever did this, it came out of the Rustbucket."

Ben swung the door open, clamoring inside as he called out; "Grandpa Max?! Grandpa, are you here?!"

Thankfully, much to everyone's relief, it didn't take long for him to receive an answer. "I'm out back, kids! Come out, the weather's great!"

With a collective sigh, the five ventured out of the Rustbucket and made a beeline for the backside, where they indeed saw Max Tennyson cooking something over a hot grill. There were also several scorch marks around the campsite, almost as if there had been a shoot out recently. And judging by the damage, whatever the semi-retired Plumber had been fighting hadn't gone down so easily. "Uh… grandpa? What IS all this?" Ben asked.

"Ah, you just missed it." Max said as he took a mitt and lifted the pot he was cooking with slightly. The teens peered in and, much to their revulsion, the remains of a big, insectoid alien creature were being cooked inside. "This little demon tried to avoid the pot. But ol' Max showed him there was no easy escape." He took out a ladle and scooped up a bit of the brothy stew, pouring it into a bowl to offer the kids some. "Hungry?"

Ben and Team RWBY's expressions could only be described as "horrified". Weiss appeared as if she would throw up at any moment. Ruby chuckled nervously and lifted her hand to the bowl, politely refusing. "I-It's okay, Max, we've already eaten."

"Ah, alright then." Max said before taking a sip of the broth, much to the group's distaste. "Ah… so, what brings you here this morning?" The old man set the bowl down and wiped off his hands, taking a seat at the picnic table. "Gotta say, I'm surprised you're up this early, especially given the day you had yesterday.

"Er, yeah, right…" The team shared an awkward gaze, but nevertheless, Yang pressed on. "That's actually kinda the reason WHY we're here, Max." She nudged her boyfriend's arm, urging him to go on.

"Yeah, grandpa, it's true." Ben sat down next to his grandfather as Team RWBY took to the picnic table as well. "Honestly, with everything that's been happening, with the Ministry and this dog that keeps attacking me, and the whole "guy wants to hunt me" thing, I feel like we need a new approach to how we handle this." He extended a hand toward Max with a nod. "And well, I wanted your input."

Max smiled at his grandson and pat him on the shoulder. "Well, I certainly appreciate you coming by for advice, but I feel like there's a bit more to this than what you're letting on, Ben." He tilted his head inquisitively. "Did something else happen?"

Ben glanced up to the girls, who all wore rather awkward looks. "…You could say that." Ruby admitted.

Weiss, who kept the most composure, gave Ben a serious nod. "It's probably best you told him about what happened last night, Ben."

"Hm… you're right." The Omnitrix bearer faced his grandfather again, feeling a bit awkward himself. "You see, the truth is, Grandpa… Gwen and I got into a bit of an argument last night over the plan I came up with." The old Plumber's eyebrows rose up at the news, clearly surprised. "See… I wanted to go on my own to try and lure out the Ministry and this Khyber guy, maybe even find out where their ship is located." Ben craned his head toward the ground. "And just from how she reacted, I could tell that Gwen wasn't a fan of that idea."

"Neither were some of the others." Blake added. "Jaune especially seemed turned off by the idea."

Max hummed as he heard the explanation. "Hmm… I see." He put a hand to his chin, thinking over the plan. "Well, I won't argue that it IS a bit risky… but I'm also a bit confused since it sounds like something that you'd normally do, Ben. What makes this time so different?"

Ben offered a shrug. "Honestly, Gwen and Jaune seemed pretty upset that I didn't really consider the team in the plan." His sights went straight to Team RWBY, the four girls appearing somewhat uneasy. "…And in all honesty, it's not false. I didn't really factor the team in, but only because I didn't want any of you guys to get hurt. After all, it's ME Khyber's after, not any of you."

"Maybe not." Yang affirmed, reaching over to place a hand on her boyfriend's own. "But you should know by now that we're not ones to just stay out of things." She smirked at her Green Boy and leaned in, giving him a peck on the cheek. "If Khyber wants to hunt you down, he's gonna have to go through all of us before he can get to you."

"And you can bet that we won't make it easy!" Ruby added, pumping a fist into the air. Blake and Weiss gave affirming nods as well, showing their support.

Ben felt a smile tugging against his lips, and he let out a conceding sigh. "Hah, alright, alright, you girls have made your point." He bowed his head to each of them thankfully. "We'll do this together, all five of us."

"And the others?" Weiss inquired.

"If things end up getting nasty, we'll call for backup at the first sign." Ben reassured. "But for now, I think a smaller group is necessary. They'll see us as easier to pick off, and thus they'll be easier to lure out."

Max smiled at the comradery in front of him and gave his grandson a pat on the back. "Ah, see? You didn't need my advice after all." The five heroes faced the elder Plumber once more as he continued. "But just remember, kids, these villains aren't just going to fall into your lap if you wander around in just any place. They'll be more likely to show up where they can cause the most chaos."

"Good point, grandpa." Ben scratched his head thoughtfully. "Only thing is… where would they pop up?"

"Well, you've got good instincts, Ben. Where would you go if you'd want to cause a lot of trouble?"

Yang smirked and gave her boyfriend a nudge to the arm. "As if he doesn't cause enough already. Haha!"

The team were quick to laugh at Yang's little jab, with Ben rolling his eyes as well. "Haha! Okay, I get the picture. I made a couple wrong moves and I got flung under the bus for… wait." At that moment, a sudden revelation struck the hero, leading him to shoot out of his seat. "Under! That's it! Guys, I think I know the perfect place to try luring these guys out. C'mon, let's head out." Team RWBY were quick to follow Ben's lead, but in his haste, the hero nearly tripped on something. "W-Woah! …Huh?"

"Ben, you okay?" Blake asked.

"Yeah, I just…" The young man reached down and picked up what he had nearly fell over; a black, rectangular device that seemed very familiar to him. His sights went back to his grandpa with a smile. "Grandpa, is this my old hoverboard?! Hah, I can't believe you kept this!"

Max chuckled and stood up, waving his hand. "Oh, you'd be surprised what I've kept, Ben. It must've gotten flung out of the RV when that little varmint got loose. Feel free to take it with you, it could be useful."

Yang pumped her hands excitedly. "Sweet! More hoverboard time is a good time!"

Ben pointed to her in approval. "And THAT is why I love you, babe." He then nodded to Max one final time. "Grandpa, you think you can tell the others we might be a bit late?"

"Sure, good luck out there on patrol, kids." Max affirmed, watching as the teens went off. But then, much to his surprise, Ruby paused and spun around on her heel, jogging back to Max briefly. "Hm? Ruby, what's wrong?"

Ruby glanced left and right, clearing her throat. "Ahem, well… you see…" She made a "come here" motion with her hand and Max leaned in curiously, before Ruby started whispering something to him in hushed tones.

As she spoke, Max's expression became more surprised and intrigued, and once Ruby was done, he faced her with an incredulous face. "Really? Is that so?"

"Yep!" Ruby saluted cheerily. "Just wanted to let you know."

"Hm, well okay then." Max said, this time much more serious. "Best of luck, then. Hope you kids know what you're doing." With that, Ruby gave him a wave before heading back to Ben's car. And as the engine roared to life, Max knew that they were gone. He gave a small sigh, only for his communicator to suddenly go off in his pocket. He pulled it out and spoke into it immediatey; "Hello?"

"Buenos dias, Magister Tennyson. This is Cesar, checking in."

"Ah, morning Cesar. How goes things?"

"Pretty good, actually." The genius answered. "And I've got some good news. I just received a call from Remnant over the I.D. Comm. They say that they're ready for a portal to be opened, and they wanted to know if you've got any special requests?"

Max hummed and gave that some thought, with an idea coming to him just moments later. "Actually… yes, I do."

…..

About an hour later, Ben and Team RWBY had entered their point of interest; Undertown. Unfortunately, the hero couldn't bring his car down with them, so they had to go in on foot, but still, that didn't stop them from being totally focused on their mission. "Okay, ladies, here's the deal." Ben began, spinning around to face them as they walked. "What we're searching for is anyone with any info on the big, scary dog alien that's trying to kill me, so to do that, we'll have to keep our eyes out for any suspicious characters."

Ruby gave the Omnitrix bearer a salute. "Of course! You got it, Ben!"

Just then, Yang let out a giggle and placed a hand over her chest. "Yep, you can count on me, Green Boy." She sent her boyfriend a playful wink. "I've got experience asking plenty of shifty characters about secret info, so you can count on me."

"Hehe, I like the sound of that, Goldie Locks. I just hope we can—"

"YOU!" At that moment, a slightly shady alien came sauntering by the group… and almost instantly, Yang made the pounce. "KYAAH!" With a mighty swing of her arm, Yang slammed the alien against a nearby wall, cracking it as she pinned him against it. She got right up in his face with an intense, red-eyed stare. "Where's the alien dog that's trying to eat my boyfriend, huh?!"

"Ah! Y-Yang!" Blake went up and pried her arm away, allowing the alien to get away. "What the hell?! You can't just go around doing the bad cop routine!"

"Exactly!" Weiss emphasized as well, thrusting her arm toward the retreating alien. "Besides, that guy could've just been a random citizen for all we know."

Yang's eyes shifted back and forth between her teammates and she raised her hands in defeat. "Ah, heh, okay, okay girls, I'll admit, that was a bit TOO forward. I'll dial it back a bit." She straightened out her jacket and took a deep breath. "Gotta think less "random thug" and more "Junior"…" Yang scanned her surroundings and caught sight of a nearby bar, complete with double doors. "Hm, bingo! Follow me, guys."

The gang tailed the Blonde Brawler into the bar… where she swung the double doors open with a forceful SLAM! But… there was no one inside, apart from the bartender. The alien behind the counter was a sickly green, bipedal, fishy alien with white hair growing from his face and eyeridges. Blake had to bite her lip just to keep herself from salivating. 'Get a HOLD of yourself, Blake. Fish aliens are FRIENDS, not food.'

Yang narrowed her eyes and stormed up to the counter, leaning against it while putting on a gruff demeanor. "I'm lookin' for a ravenous alien dog. Don't suppose you know where I can find one…" She spat into a nearby spittoon for emphasis, much to her teammates' disgust. "…Do ya?"

The bartender, busy with cleaning a glass, didn't even spare her a glance. "…Try the pound."

"Grr…" Yang grumbled a bit as she explained further. "This dog changes forms. Causes mass destruction?" She pointed to Ben for emphasis. "Usually tries to kill my boyfriend?"

"Try a relationship councilor." The alien responded, much to her and Ben's shock.

"I-I—Wha—LISTEN YOU!" Yang slammed her hands on the counter, her eyes shifting red again. "Do you have ANY idea who my boyfriend is? He's—"

WHAM! All of a sudden, the bartender slammed the glass down on the counter, cutting her off. "Listen 'ere, girlie, unless you want an Andurian turtle baster, I don't care who you OR your lousy boyfriend is." He faced Yang head on, matching her glare. "As of right NOW, you're my customer. And if you have a problem with THAT, then you're someone who's takin' up space where payin' customers COULD be." His four eyes narrowed at her. "So, are we gonna have a problem here, lady?"

The stare-off continued for a few moments… before Yang grumbled and stepped away from the bar. "You win THIS round, fish lips." She stuck her hands in her pockets and went for the door. "C'mon guys, let's get outta this joint."

As they left, Blake wore a deadpan expression at what just went down. "Well, that was productive."

"AT LEAST I TRIED, BLAKE!"

…..

Meanwhile, not too far away in an alcove that lead to the sewer above, a certain redheaded bounty hunter was laughing at what had just gone down. "BAH-HAHAHA! Oh god, that was hilarious!" Rojo pulled her eyes up from her special thermos-binoculars, with her ears covered by a pair of headphones that were hooked up to some sort of handheld radar dish. She had overheard everything. "Oh man, those dumb teenagers have absolutely NO clue what they're doing!"

Emerald snickered as she and Neo smirked at the news. "Hehehe, like I told you! These guys are super dysfunctional right now." She rubbed her hands together eagerly. "This is our chance to do some REAL damage while team hostility is up!"

"Indeed, excellent job, Emerald." Cinder commended, stepping out of the shadows with her hand ablaze. "Your impromptu spy mission yesterday certainly helped with our accelerating plans." She turned her head to see Khyber and his dog come walking out of the darkness as well, the hunter's eyes focused squarely on the group. "So, Khyber, what do we do from here?"

A grumble escaped Khyber's throat before his gauntlet began to beep. He pressed a button on it and answered; "We have Tennyson in our sights, along with four of those other nuisances that keep getting in the way."

"Ah, excellent." Came the voice of the "doctor", his tone tittering in excitement. "You know, I was beginning to wonder if you were the right g-g-gentleman for this job…"

Khyber's eyeridges furrowed at that. "This unique quarry requires a studied approach."

"Hmph! I could have written a DOZEN t-t-textbooks in the time you've taken to study Ben 10!" the doctor admonished, earning a few annoyed looks from the Ministry. "Capture and obtain the DNA samples from him NOW or consider our agreement terminated. Do we understand each other?"

"…Perfectly." Khyber responded before hanging up.

"Ugh, I can't stand that doctor guy." Rojo groaned. "Remind me why we're answering to him?"

Cinder swiped her arm, sending sparks flying around them. "It doesn't matter. Soon, he will be answering to Salem, and WE will be the ones lording over HIM." That improved the others' moods considerably before she nodded toward Khyber once more. "So, shall we begin?"

Khyber hummed affirmatively and craned his head down to his dog; "Bring him to me."

The Anubian Baskurr growled and obeyed, dashing off on all fours out of the alcove and into the town below. As it did so, Rojo glanced over to Emerald, the green-haired girl leaning against the walls with her arms crossed. She kept her head low as well, staring at nothing in particular. Rojo cleared her throat, stepping next to her. "Ahem, so…"

She got the result she wanted, with Emerald's eyes shifting up to her. "So… what?"

"Ah, heh… well, I was just wondering how your day off with Neo went." Rojo's hand went to her neck nervously. "I mean, you seem a lot more… um…"

"Collected?" Emerald guessed.

"Yeah, that." Rojo nodded vigorously. "And calmer, too."

Emerald sighed, wearing an amused grin. "Rojo, I get that you're trying to be as delicate as possible with me, here, but it's fine." She gave the redhead a pat on the arm. "I know the whole thing with Mercury's been awkward and stuff, but trust me, after a nice, relaxing day yesterday, I feel fine—huh?" She suddenly received a poke in the side from a rather irritated Neopolitan, the monochromatic girl giving her a narrow-eyed look. "Hm? Neo, what're you—"

Neo raised her hand, putting it in a position as if she were holding something in it. She pointed to said hand, sending a questioning gaze to the theif. "…Oh, oooh no!" Emerald shook her head vehemently. "We are NOT gonna bring that up!" Neo intensified her stare, pressing Emerald to do it. "Come on, Neo, just because YOU can't tell them doesn't mean I should!"

"What ARE you two talking about?" Cinder asked.

The pink and brown-haired girl smacked her forehead and reached into her back pocket, pulling out her scroll. She typed something in before showing it to the group. Rojo wore a curious face as she read; "Emerald, tell them about the Cheese Incident. …What "Cheese Incident"?"

"Grrrr…" Emerald pulled on her face in frustration, glaring and pointing at Neo. "I will NOT forgive you for this." She sighed and turned back to Rojo and Cinder. "Alright, so I DO feel better after yesterday… but only after I had a bit of a mental breakdown. …In the middle of the store. And, well…"

…..

~Yesterday~

"Look around, Neo! Everything is a lie! Do you SEE this?! NO WHERE on this packaging does this say that this is ACTUAL cheese! Just cheese PRODUCT! We can't trust anything in this shitty world! NOT EVEN THE CHEESE! GYAAAAAHH!"

…..

~Present~

"And thus… the Cheese Incident." Emerald concluded, taking a deep breath. "I know, it's shocking and humiliating, but I'll own up to this and say that—"

"PFFFTTT—AHAHAHAHA!" But the thief was cut off as Rojo burst out into uproarious laughter, holding onto her gut as she supported herself against the wall. Even more stunning to Emerald was the fact that even Cinder seemed on the verge of laughter as well, though she was capable of keeping her composure.

Still, a snicker managed to escape the Fall Maiden's throat. "Hmhmhm… I-I must say, Emerald, that's certainly one way to let out your frustrations."

"OH! Oh-hohoooh my god, I wish I'd gotten that on video! That would've been PRICELESS!" Rojo guffawed, all while Neo giggled behind her hand.

Emerald pursed her lips, folding her arms once again. "You guys are lucky that I'm in a better mood today."

"Everyone, enough chatter." Khyber ordered, making all of the ladies go silent. Even Rojo managed to regain herself and put on a more serious demeanor. "Our target awaits. I trust you all remember the plan?" He received a collective nod from the four and his smirk increased just slightly. "Excellent. Let the hunt begin."

…..

Back down in the main town, Ben and Team RWBY had wandered off into another random location, still trying to find any way to lure out the villains and the alien mongrel. But so far, they weren't having much luck. "Sheesh, we've been down here for what, an hour now?" Yang leaned against a rocky wall, crossing her arms. "And still no sign of any scaley dog."

Weiss fell to her knees and groaned. "Ugh! This is hopeless! It's like they only pop up when we're NOT looking for them." She threw her hands up into the air. "How do you even lure out a vicious alien dog to begin with?"

"Hm, good question." Ruby tapped her chin, thinking of possible solutions. "Bacon treats? Raw hide chew toys? Giant alien tennis balls?"

"Anything's worth a shot at this point." Blake shrugged. "Never thought I'd actively be seeking out a dog, but—AH!" The cat girl flinched when a random alien suddenly whistled loudly right next to her, making her cover her feline ears. "Hey, buddy! Mind keeping it down to a dull roar?" she snapped as an Undertown bus pulled up next to them.

The alien didn't respond as he boarded the bus, but his whistle actually DID do something to attract Ben's attention. "Uh, guys? I think we might've found something that can help us." Ben pointed off to the girls' right and it was then that they noticed that they were next to a rather large, alien pet store. The alien's whistle had disturbed the animals inside, making them cry and chirp out.

"…Huh, how did we not notice that?" Ruby asked.

Weiss rose to her feet with a happy grin. "Don't know, don't care! All I know is that this place could be exactly what we need to make that mangey mutt come to us!" She zipped behind her teammates and pushed against Ben's back, ushering the four of them in. "Come on, let's see what they got!"

As they strolled in, the five teens quickly took note that this was actually a lot more than just an alien pet store. Because indeed, they had plenty of Earth-based animals, too. Cats, dogs, hamsters, exotic birds, they had all that and a LOT more. Ben smiled hopefully at the sight. "Okay, I think we might've struck gold here, gang."

"I'll say." Yang concurred, cooing at the sight of a rather adorable turtle. "These little guys are so stinkin' cute!"

Just then, a somewhat familiar voice called out from the back. "Ah! Customers! Welcome, welcome!" From the back room stepped a small, green alien in a black and white jumpsuit, his circular, yellow eyes on either side of his head. And the second they saw him, Ben, Yang and Ruby knew who he was.

"PAKMAR?!" the three echoed.

"Ah! It's you!" Pakmar approached the three and pointed up at them. "You were at Pakmars old toilet place last week!"

Weiss and Blake shared a questioning glance before the latter asked; "Uh… sorry, we're kinda lost. Who's this little guy?"

"Oh, right!" Ruby pointed to the alien with a cheery smile, "This is Pakmar. He's one of the aliens who was on the wrong side of Psyphon's extortion ring." Weiss and Blake uttered a simultaneous "oh" in understanding before Ruby spun back to Pakmar. "But hey! You got a new place of business! That's awesome!"

"Indeed, it is!" Pakmar concurred, raising his arms up to the animals all around. "Pet business is good business! You looking to adopt?"

The five teens' eyes widened at the question, which Weiss quickly denied. "O-Oh, no, we've already got two animals at home, we don't need a third." She peered down to a nearby hamster, who was staring at her in fascination. "…Even if all of your animals are ungodly ADORABLE!"

"Er, but we ARE searching for a special kind of alien dog whistle!" Yang added.

That managed to perk Pakmar up, giving the five a nod. "Ah, I see! Well, paying customers are good customers. Wait right here."

As he went for the whistles, Ben clarified; "Uh, actually, we only need to hear it, so—"

"You hear it, you buy it." Pakmar said firmly, giving Ben a pointed look while holding a box full of whistles.

Ben coughed into his hand, yielding to the small alien's rule if only to get this over with. "Ahem, alright then, guess we're buying them."

Blake perked her ears up, closing her eyes to concentrate. "I'll keep a close ear on these whistles to see which one's correct."

"And just as an added bit of security…" Ben reached for the Omnitrix and dialed in a transformation, pressing the faceplate down before transforming into Wildmutt in a flash of green light. The girls all took a step back as the Vulpimancer gave a short bellow, only to sit near Pakmar expectantly.

"Er… okay, good idea." Blake approved, giving Pakmar a nod. "Go ahead, Pakmar." The alien gave her a thumbs up and reached into the box, taking out a red whistle with yellow rings around it. He blew into it and a high-pitched noise came out the other end… but it wasn't the correct pitch for the whistle they were used to. Blake glanced down to Wildmutt, both shaking their heads. "No, that's not—hey!" Without warning, Wildmutt pulled the whistle out of Pakmar's hand… and ate it.

"Ben, what the heck?!" Weiss exclaimed.

"You eat it, you buy it!" Pakmar admonished as he took out another whistle, this one with two prong-shaped ends. He blew into that one, and it actually made a much different sound, one that was a bit wavier in tone.

Still, it wasn't the right one yet again. "Nope, not it either." Blake denied… right as Wildmutt batted the whistle away and crushed it under his paw. "Oh for the love of—BEN!"

"I'm starting to think that Wildmutt might be a transformation that affects his behavior, too." Ruby deadpanned.

"You stomp it, you buy it!" Pakmar pulled out a rather funky-looking whistle next, though he couldn't help but wear a smirk at what was happening. "Hah, wow, at this rate, Pakmar will be able to retire! Good customer!" He was about to blow on the whistle… but then, Wildmutt and Blake suddenly cried out in pain, their hands going to their ears. "Huh? What the—"

In a flash of green light, Ben transformed back to normal and pointed at the whistle. "There! That's it!"

Blake winced, cracking open a single eye. "Yep, definitely it."

"What's it? There is no "it"." Pakmar insisted. "Pakmar did nothing."

"…Wait, so if you didn't blow the whistle." Ben and Blake's eyes widened, which the other girls were quick to mimic as they all turned their heads around. "Then where did…"

RRROOOOOOAAAAAAAARRRRR!

From outside, a massive roar came bursting through the entire store, the force of which made the whole place rumble. One by one, several animal cages and glass cases were destroyed, allowing several of the animals to go running out of the store. "AH! No!" Ruby shouted, using her Semblance to scoop up several of the larger ones and bring them back in. "You little guys aren't going anywhere!"

Some of the more airborne creatures, however, found themselves face to face with a glyph directly in front of them, which quickly reshaped itself into a containment sphere for the birds and alien avians. "Sorry, but this is NOT Escape Day." Weiss said firmly.

As everyone recovered from the forceful roar, Pakmar sighed in relief. "Ah! Thank you, young ladies! Pakmar is MOST grateful for your help…" He craned his head out toward the front of the store… only to feel his blood run cold at what he saw. "Um… that is not one of mine, though."

"Huh—AAAH!" Ben, who was still on the ground, suddenly got picked up by his pantleg and thrown clean out of the store, the Anubian Baskurr having done the tossing. The alien dog growled and went after him, leaving Team RWBY stunned.

"Oh no, it's here!" Ruby passed her handful of animals back to Pakmar, with Weiss setting her glyph trap down. "Might want to close up shop, Pakmar! It's gonna get crazy!"

As the girls ran out, the little alien jumped up, grabbing onto his storefront's gate. "No need to tell Pakmar twice!" With a forceful tug, he brought the gate down with a WHAM, leaving the five teens outside to deal with the ravenous beast.

As the dog circled Ben, aliens in the street were running rampant with fear, which was the only sign Team RWBY needed to bring out their weapons. "Alright, Fido, this little game of fetch ends… here?" Yang trailed off on her threat, however, as she spotted several familiar figures coming through the crowd, led by one that wasn't so familiar. Standing side-by-side with one another were Rojo, Emerald, Neo and Cinder, the four Ministry women being spearheaded by a rather imposing alien wearing bone armor and with a large, jagged underbite. "…Oh boy, here we go."

The Baskurr went over and sat loyally by its master, who glared right at the hero. "Ben Tennyson." he growled.

Ben smiled and stood up, brushing himself off. "Huh, well whaddya know? It worked! We go trolling around Undertown using ourselves as bait…" He spun around and gestureed toward the villains. "And lookie what we caught! Finally gonna stop letting your puppy fight your battles for you… Khyber?"

The alien narrowed his eyes at Ben, only for Rojo to let out a laugh. "Ha! As if, Tennyson. You think YOU'RE the trappers, but you're actually the trapees!"

"Ooh! I love the circus!" Ruby bounced cheerfully.

Cinder facepalmed at that that. "Not TRAPEZE, you imbecile! WE are the ones who've trapped you!" She ushered Emerald forward with a wave of her hand. "Emerald, tell them what we mean before I get a headache."

"Sure thing." Emerald smirked, with Neo also grinning sneakily. The thief strode up and placed her hands on her hips as she explained to the heroes; "See, we actually KNEW about this little plan before you guys even came here." She jerked a thumb over to Neo. "When you guys were headed home after the MASSIVE failure yesterday, Neo and I tailed you and overheard your little spat with your cousin, Benny."

All at once, the team were left wide-eyed and slack-jawed by that information. "…You overheard that?" Yang muttered.

"More importantly, you FOLLOWED ME HOME?!" Ben exclaimed.

"Indeed, they did!" Cinder smiled wickedly. "And now, we know where you live! Isn't THAT fantastic? I wonder which one of your parents I'll—"

"You touch EITHER my mom or dad and you'll suddenly find yourself with no VOCAL CORDS!" Ben roared in fury. Everyone grew silent and their wide-eyed stares all went to him, the hero only now realizing what he had just said. "Ahem, sorry, I let out my inner Rath there. Point is, don't even go NEAR my par—ENTS!"

Team RWBY collectively gasped as Khyber ran straight up and took hold of Ben's wrist, covering the watch with his hand. He then slammed Ben up against a nearby wall, holding him up so they were eye level with one another. "Ben Tennyson… it's time I took care of you personally." the huntsman growled.

"BEN!" Yang spun around and mad to run toward her boyfriend to help… but was stopped in her tracks as a wall of fire completely cut her and her team off from them. At the sound of sinister chuckling, the four girls whipped around, readying their weapons as the Ministry ladies closed in on them.

"Oh, you just do NOT like to make things easy, do you?" Ruby said sarcastically.

"Not really." Cinder snapped her fingers, creating an obsidian spear in her hand. "Let's let the boys have their fun, shall we? Attack!" The two groups all belted out battle cries and charged at one another, intent on settling the score.

…..

On the other side of the flames, meanwhile, Ben was struggling in Khyber's grip, only to find it was iron clad. "Ugh! Man, you must really wanna kill me if you're holding on this hard." The hero quipped. "So, what's the story here on your little "hunt"? Personal vendetta? Someone hire you to kill me?"

"More the latter." Khyber admitted. "But in truth, I care little for the payment." He raised his fist for a punch. "I simply wish to best the greatest warrior this galaxy's ever seen!" Khyber threw his fist and… CRASH! …He missed Ben entirely, much to his surprise. The hero had swung himself away just in time and made Khyber lodge his fist into the wall, forcing the huntsman to loosen his grip and allow him to get away.

Ben stepped behind the hunter, putting a hand to his hip. "So… what? You wanna mount me on your wall? Turn my jacket into a quiver or something?" The hero brightened up as he made his next guess; "Ooh, oh, wait, I got it! You want to turn me into a skin rug that sits at the foot of your bed!"

Khyber let out another growl at the pestering. "…I will be the last thing you ever see, Tennyson." He flexed his chin and sounded his whistle, calling his Baskurr to him.

But Ben didn't realize this and just shook his head. "Listen, Khyber, do you have any idea how many times I've heard that? Way too many to count, so I think we should just forget about—" ROOOAAAARR! "…Oh crap, I forgot about the—GAH!" Ben jumped away just in time to avoid the jaws of the Baskurr, only for the dog alien to turn on a dime and ram itself straight into him. As Ben was pushed back, though, he found his footing and performed a big leap and a midair flip over the dog to get away.

"Hmph, gullible." Khyber muttered, stopping Ben from heading toward the flames as he pulled out his fist. "Like simple prey."

Ben's gaze hardened and he went for the Omnitrix. "How's THIS for "simple"?" The faceplate lifted up and he went for the core… only for the watch to do nothing. Ben was stunned as the faceplate closed again, displaying an emergency symbol while making several beeps. "D'oh! Why, Omnitrix, WHY?! Is this supposed to be funny? Because I'm not laughing!" RAUF-RAUF! The hero gasped and just narrowly avoided Khyber's dog again, dodge rolling closer to the flames. "Yang! Ruby! Anyone hear me?!"

"Loud and clear, Ben!" Blake affirmed.

"Blake! Listen, the Omnitrix is being a pain again, so I need to hold off Khyber for as long as possible." Ben explained as he dodged the dog a few more times. "Are you guys okay handling the Ministry?!"

"We'll be fine!" Blake assured. "Just give yourself time for the Omnitrix to sort itself out! We'll catch up with you later!"

Ben smiled at the reassurance. "Gotcha! Let's do this!" He reached into his jacket and pulled out the hoverboard he had taken from Max's place, the device expanding into its full form as he threw it out. He jumped on the board and immediately, he went zooming off into the streets of Undertown.

Khyber narrowed his eyes at the feeble attempt to escape. "Fetch." At the order, the Anubian Baskurr went straight after Ben, with Khyber in hot pursuit. It wasn't too long until the Baskurr had caught up with the young hero either, and what's more, Khyber quickly got to his own little vantage point. From his back, he pulled out a high-tech hunting rifle and took aim, firing at a sign so that it would fall directly in front of Ben's path.

"Woah!" Ben maneuvered himself so he ollied off the sign and went back the way he came, though he quickly came to regret that as the Baskurr charged directly at him. But if anything, this just made his smirk increase. The dog leapt at him… and he jumped at the very same time, causing it to miss him cleanly and send it tumbling away. Ben landed back on his hoverboard with a victorious laugh. "Haha! Too bad, so sad!"

Back at his vantage point, Khyber simply grumbled and shot another sign down, this time forcing Ben to go off in a completely different direction. As a result, though, he just so happened to be headed toward a large, ramp-like structure. Needless to say, Ben didn't hesitate in jumping off… but this would prove to be a great mistake.

"You can't fly from me, little birdie…" Khyber took the shot and hit the hoverboard dead on, causing Ben to go hurtling toward the ground. He landed hard and awkwardly, and he was pretty sure he popped something in his shoulder, too. As he struggled to sit up, Khyber came down and landed on the ramp, aiming his gun at Ben. "So, any last words?"

Ben furrowed his brow at the hunter… but thankfully, a familiar beeping managed to turn things around pretty quick. He checked the Omnitrix again and its holo-ring was now filled with the icons of his aliens, making him smirk victoriously. "How 'bout… buh-bye!" He made his selection and pressed down on the core, transforming into Crashhopper immediately. The insectoid alien leapt up and came down with a big THUD, all while chittering with laughter.

"Hmph, fight back all you want." Khyber scoffed, not impressed. "There is a predator, for EVERY prey." He lifted his head and flexed his chin again, whistling a command to his Anubian Baskurr. The alien dog ran forth and obeyed, transforming into the Mucilator right in midair. The massive, mucus-laden alien beast came crashing down on Crashhopper, trapping it beneath its mighty girth.

However, just as suddenly, the hero transformed again, this time into Armodrillo. Using his enhanced strength, the Talpaedan threw the Mucilator off of him… only for it to shift into another form at the next second. It had turned into an absolutely MASSIVE worm with a large, razor-sharp beak, and it practically SLAMMED into the earth before burrowing deep into it. A few moments later, it came bursting back out right under Armodrillo, sending him flying through the air.

But, as the hero fell, he transformed quickly once again into Heatblast, using his flames to stop his descent. The Pyronite focused in on Khyber and blasted after him. Eventually, the duo ended up in a cornered off part of the market place, where Heatblast had the hunter cornered. "Heh, now who's got nowhere to run, huh?" Heatblast mocked, pointing at Khyber. "Not so funny when the shoe's on the other… pseudopod, or whatever."

"You believe you've bested me, boy?" Khyber spat back. "Khyber the Huntsman is not so easily vanquished."

"Listen here, pal." Heatblast jabbed a thumb to his chest, narrowing his eyes at the hunter. "I've defeated the likes of Vilgax the Conqueror and Dagon the Destroyer. What makes you think you're any better than them?"

Khyber's lips curled into a snarl. "Not better. Simply more… experienced." At that moment, the ground began to rumble and Heatblast snapped his head around just in time to see the Crabdozer come charging at him. Before he could even think of dodging, the beast had already hit its mark, sending the Pyronite careening into the air.

…..

Not too far away, Team RWBY were currently engaged in battle, though they weren't making much significant progress. Unfortunately, the Ministry ladies must've still been riding the high of victory from the day before, because they were being very forceful in their offense. Ruby and Rojo's weapons clashed several times, the two combatants squaring up face to face. Rojo wore a confident smirk, while Ruby was clearly growing frustrated with her. "Sorry, Red, but if you and your girls were hoping for an easy win, you're not gettin' it here!"

"Think again!" Ruby shouted as she doubled back and shifted Crescent Rose into its sniper rifle mode. She took several shots at Rojo, only for the bounty hunter to bring up an energy shield on her arm, all while transforming Bloodstrike into its rifle mode as well.

Yang and Emerald were fighting each other just a few feet away from the shootout, with Yang having blocked the Thief's Respite with her Ember Celica crossed over her head. "Gah, alright, I know Ben already told you this, but if you even THINK of hurting his parents, I swear, I'll—"

"Oh god, no." Emerald shook her head. "I'd never wanna make Ben angry…" she swore with a wily grin. "After all, I want him to be happy when I eventually take him off your sorry chest." And that tore it. Yang's eyes flared red and she let out a baneful roar, pushing Emerald away forcefully. "Hah! Aw, did I strike a nerve?"

"You… will NOT… TOUCH HIM!" BAM! Yang screamed at the top of her lungs as she shot herself forward. She saw Emerald going for a swift sickle strike, though, so she stopped herself short, instead punching the earth directly in front of the green-haired thief and making her fly back. "I'll make sure of that."

Meanwhile, Blake and Neo were going at one another in a sword versus umbrella duel. Though the fight itself was a bit disorienting as both were using their Semblances against one another, effectively fooling each other with their clones. As shadows dissipated and illusions were shattered, the two finally found each other again and clashed their weapons in a struggle for victory.

"Okay, I'm tired of all this." Blake stated. "Our Semblances are similar, but it makes fighting kind of repetitive." Neo nodded in agreement… only to then let her umbrella slack and allow Blake to slice her, making the monochromatic girl shatter. "…Oh, you've gotta be kidding—" CRACK! "GAH!" With a strong strike to the back, Neo sent Blake sprawling to the ground, her smile filled with self-pride. "…Yeah, it's official, I hate you."

As that was going on, fire and ice were clashing as Cinder and Weiss confronted one another. The former heiress and her Arma Gigas were both on the attack as Cinder worked on parrying both of them, though the living armor wasn't so easily toppled. Every weapon she created, it would just be pummeled by its massive sword, leaving her open for another freezing blast from Weiss. Granted, it didn't take much to melt, but it was irritating. "What's the matter, Cinder?" Weiss quipped. "Can't take the cold?"

"Grr… ENOUGH!" Cinder's body started to glow and she stamped her foot, letting loose a powerful wave of fiery energy across the area. Weiss gasped and created a glyph to protect herself, but the blast made the Arma Gigas faulter and it went dissipated into thin air, much to her shock. Cinder's eyes blazed with her Maiden Powers as her hands lit aflame. "I am through with this—huh?"

"Hm? …Oh god. Everyone!" Weiss managed to get her team's attention, along with the other women as well. They craned their head up as Weiss pointed toward the falling Heatblast, who sailed through several hanging signs before he crashed right back into Pakmar's Place.

"BEN!" Yang exclaimed as she saw Khyber following right after him. "Hold on, we're—woah!"

Before she could go anywhere, however, Emerald wrapped one of Thief's Respite's chains around her wrist, pulling her back. "Ah-ah! You're fight's with us, remember?" However, she then paused for a moment to think, and in time, a nefarious smile formed on her face. "But you know what? I think it's time we end this."

"Couldn't agree more—wait, what?" Yang was taken off guard as Emerald pulled out a gasmask from her back pocket, with the other Ministry ladies doing the same as well. "What's going on?!" Yang struggled against the chain as Emerald and her teammates then produced a blue ball of some sort from their person. "What is that?! What're you—"

Without waiting to answer, Emerald, Rojo, Cinder and Neo all threw their balls to the floor and they exploded into a thick, blue cloud of gas that wafted through the area. Team RWBY were taken aback as they coughed and hacked, the gas entering their lungs. "HAK-HAK! W-What IS this stuff?!" Weiss shouted.

"I-I don't know, but… ooh…" Blake's eyelids started getting heavy, and before long, her limbs were doing the same. She fell to the dirt as she began to lose consciousness.

"Blake, don't… oh god." Yang murmured as she too started to feel the effects of the gas, with Weiss falling soon after as well.

"N-No! Girls, we can't…" Ruby tried to keep herself propped up with Crescent Rose, but found it to be no use. She was starting to lose it as well, and as the Ministry closed in on them, there was only one thing Ruby could think as she slipped into unconsciousness. 'Perfect… just perfect.' And with that, she fell as well, leaving Team RWBY at the Ministry's mercy.

…..

Inside of Pakmar's Place, Heatblast groaned and put a hand to his head, slowly getting to his feet after his little flight. Neither Pakmar nor the animals were anywhere in sight, leading him to believe that the alien shopkeeper had managed to get away. "Ugh, well, this might be a problem." Heatblast said to himself. "That thing's got something for every alien I have… might need to change up my game a little." He thought for a moment and snapped his fingers. "Got it! Maybe size isn't everything here…"

The hero slapped the Omnitrix on his chest and transformed… into Ball Weevil. The little alien insect chittered with a renewed vigor and said; "Alright, let's see how he handles mucus and cuteness! …Oh hey, that kinda rhymed!"

"Hehe… how amusing." The little alien's attention was brought up as Khyber stepped into the doorway, aiming his rifle at him. "But in reality, you've made this far too easy." PEW-PEW-PEW! The huntsman fired off multiple shots at the bug-like alien, but much to his surprise, Ball Weevil was actually able to dodge plenty of them before spitting out a ball of plasma for him to roll around on. "Grr… hold still, vermin!"

"That is literally the exact opposite of what I wanna do!" Ball Weevil countered as his plasma ball started absorbing the rubble around him as he rolled. After deeming it big enough, Ball Weevil shouted; "Heads up!" before kicking it at the hunter. Khyber managed to dodge it, though, and once the smoke cleared… the Crabdozer had arrived.

Khyber lifted his chin and blew his whistle, making his pet transform yet again. This time, however, it was something new. The Baskurr had now taken the form of a large, and quite frankly terrifying arachnid-like alien predator. Granted, it only had four legs and not eight, but it still heavily resembled a demented tarantula, complete with four mandibles, a pair of piercing red eyes and a maw filled with sharp teeth. Ball Weevil was left aghast, but was still doing his thing, having created a MASSIVE ball of plasma to counter the beast.

"Hey! Terrorantula! You want some of THIS?!" Ball Weevil sent the plasma sailing toward the beast… only for it to start weaving a sort of laser web right in front of its face. The ball of plasma hit the web and was immediately disintegrated, almost like it was nothing. Ball Weevil's eyes widened and he chuckled nervously. "Ah… hehe… I-I didn't mean literally."

The tiny bug alien started spitting out more balls and kicked them right at the Terrorantula, though it maneuvered its laser web so that it intercepted each one. Once it saw its opportunity, though, it leapt straight up into the air and crashed right down over Ball Weevil. The hero gasped as the Terrorantula began using its clawed legs to try and impale him.

"Gah! Woah! Jeez, could ya give me a little time to—hello…" Ball Weevil caught sight of the dog whistle that Pakmar had before and an idea instantly struck him. He grabbed the whistle and blew it straight in the Terrorantula's face, making it roar in pain and rear up on its hind legs. "Ah-ha! Not so tough now, are ya?!"

PEW! And just like that, Ball Weevil's hopes were dashed as Khyber shot the whistle, breaking it into tiny pieces. The tiny alien gasped and jumped to his feet as the huntsman fired more lasers at him, eventually making him retreat into a small pipe that led up through the ceiling. However, that didn't stop Khyber from firing at the pipe itself. "Hah, okay, SO not cool!" Ball Weevil exclaimed before… BOOM! "AAAGH!"

The force behind the explosion sent Ball Weevil flying up the rest of the way, which actually drove him up and out of a manhole cover in downtown Bellwood. The tiny alien landed on his face with a groan, shaking his head as he realized where he was. "I… I'm above ground?! Oh no…" He whipped around and skittered toward the open sewer hole. "The girls! I've gotta get back to—"

"Ah-ah! That won't be necessary, Tennyson!" Ball Weevil stopped in his tracks and turned, once again gasping at what he saw. There, standing side by side were Neo, Emerald, Rojo and Cinder… who were holding Weiss, Blake, Yang and Ruby respectively. Rojo had Yang's body slung over her shoulder, and she pat the blonde on the butt mockingly. "As you can see, we've got 'em well taken care of! Hahaha!"

Ball Weevil's face hardened into a glare, his fury bubbling to the surface. "No… NO! Give them ba—AACK!" Just then, the Terrorantula came bursting out through the hole, sending Ball Weevil flying away with a powerful THWACK. As the bug-like alien landed in a heap, the Terrorantula stood by while Khyber climbed out as well, glowering at the hero. Khyber whistled again and the beast shifted back into its Anubian Baskurr form, sitting dutifully. "Grr… What's the matter?! Can't finish what you started?!"

"Oh, I fully intend to finish." Khyber assured, giving the alien dog a pat on the head. "I was just letting my pet here play a bit." His gaze moved toward Rojo and the other girls, nodding in approval. "I see you have completed your part. Well done, my student."

"No sweat, teach." Rojo shrugged off. "These bitches didn't know what hit 'em!"

"GRRRAAAAHH!" Ball Weevil let out a vengeful cry and started spitting out plasma balls one by one, sending one each toward the villains. Cinder was quick to react, though, waving her hand and sending out obsidian shards to detonate the balls sent to them. Khyber also was no slouch either, batting away the one sent to him and sending it straight back to Ball Weevil. The alien couldn't move in time and was blown away by his own plasma ball, once again landing on its side before the Omnitrix timed out.

While Ben was able to stand for a second, he quickly found that his legs were weak, and he fell again right on the pavement. He saw Khyber's foot stomp down next to him, and as he slipped into unconsciousness, the only word he could mutter was; "N-No…"

With an insidious smirk, Khyber lifted Ben by his jacket, while the Ministry ladies joined him with Team RWBY in their grasp. The huntsman lifted his prey up high victoriously. "Yes…" Khyber asserted before he, Rojo, Emerald and Cinder all burst out into villainous laughter.

Once again, they had won.

…..

A/N: Well… damn, things don't seem too good for the heroes right now. Ben and Team RWBY have been beaten and captured by Khyber and the Ministry. And they seemed to be dealt with relatively easily… perhaps a bit TOO easily. Hmm… well, in any case, they didn't even get a chance to call for back-up, so this means that the others will probably go searching for them. But will they know where to go? We'll just have to wait and see.

Also, one must ask… what was that little bit that Ruby whispered to Max as they were leaving? And what about what Max was about to ask of Cesar when he called him? Quite the curious number of things to ponder. But, more to the point, it seems that Remnant's about to let a certain someone come through! That mini vacation is coming to a close and at this point, the team could use all the help they can get.

Oh, and we've also got the return of Pakmar! Yeah, I know, it's been a while since we've seen him so he hasn't been AS reoccurring here as he was in regular Omniverse, but hey, at least we still got him. Also, I think the presence of the girls has softened him up a bit, since he's definitely not AS angry as he was in the show this time around.

But, with all that said, what will we see Next Time? Well, Ben and Team RWBY wake up to find themselves aboard the enemy ship, directly in the nefarious clutches of their villainous rivals. Of course, their long absence and lack of communication has raised the rest of the team's concerns, so it's time to form a search party! Will our heroes be able to escape Khyber's grasp? Well tune in next time to find out! Thanks for reading, everybody, and as always, stay safe out there!

P.S. If you know where that Cheese Rant that Emerald went on about is from, you've got good taste in internet shows.