A/N (IMPORTANT, Please Read): Morning guys! Well, here we are with Part 2 of Pradators and Prey, and as I promised, it IS longer than the last chapter. That said, before we get into the meat and potatoes here, I wanted to address something about NEXT week's chapter, in that I'm actually going to be delaying it a little bit. The reasoning here is twofold; 1) it's so I can have ample time to focus on the fight scenes, and 2) it's also to coincide with this series' 4-Year Anniversary coming up on the 28th. So with that in mind, the next chapter will be posted on THAT Sunday, not Friday. Now granted, I'll probably post SOMETHING on Friday (if you're a fan of Ben 10 RWBY Chibi, keep an eye out), but keep in mind, Chapter 48 will be posted on the 28th. So, with that said, let's get on with today's chapter, huh? This is…

Chapter 47: Of Predators and Prey, Part 2

…..

Inside Plumber HQ, there was a feeling of tension permeating through the air, at least as far as Jaune was concerned. In fact, everyone on the team was concerned, not just him. His team, along with Sun, Neptune, and Ilia were all standing around the Hazard Chamber control room with baited breath as they waited for any word on their friends. It was already noon and they hadn't shown up to training at all. Max had said that they'd be a little late, but being THIS late was another matter entirely. Something was wrong, and everyone could feel it.

"I don't like this." Jaune took hold of his sword, tapping his finger against the handle as he gazed at his reflection in the blade. "Not one bit."

But then, next to him, Pyrrha reached out and covered his hand with her own. Their eyes met, and the redhead shared a sympathetic gaze with her boyfriend. "Jaune, please, you shouldn't work yourself up like this."

The blonde knight sighed, hanging his head low. "I know, Pyr, but… I just can't help it, you know?" Everyone's attention was drawn to them as Jaune expressed his feelings. "I think we all know that something bad has happened to Ben and the girls, so my question is; why aren't we out searching already?"

"Jaune, I understand, believe me." Ren assured. "But it's best not to head out before having a solid plan in place. After all, we don't know if the Ministry DID get to them… or if it was something else entirely."

"Ren, you may have a point, but I think it's a safe assumption that the Ministry got to them." Ilia pointed out, folding her arms with an irked expression. "Sounds to me that they enacted Ben's bait plan."

"I'm surprised that Max let them go through with it, honestly." Sun admitted, placing his hands behind his head. "You'd think he'd be the first to stop his grandson from making a bone-headed decision…" His sights went downward as concern for his own girlfriend grew in the pit of his stomach. "Really hoping that Blake's alright, though…"

Neptune gave a shrug. "Honestly, I think she probably is. If they DID catch them, then I doubt they'd wanna kill them yet." He took a glance around the room to everyone. "You know those villain types. Always wanna gloat about their plans before going for the coup de gras."

Without warning, Nora suddenly swung down from the ceiling and shouted; "Well then what're we waiting for?!" The team gave a collective shout in surprise and, in the next instant, she fell head first to the ground in shock. "AH! Oof!" She remained still with her legs straight up in the air for a moment before jumping up and rubbing the top of her head with her usual grin. "Let's go find them!"

"Uh… Nora, let's not be hasty." Ren halted, placing a hand on her shoulder. "Let's wait for Gwen and the others before—"

But then, the very next second, the automatic doors pulled open, revealing said redhead on the other side. Gwen wore a serious scowl as she, Kevin, Rex and Penny all entered. Right behind them were Six, Qrow, Vernal and Winter as well, all of them wearing expressions that matched Gwen's own. The only outlier was Penny, who seemed very chipper at the moment. "Salutations, everyone!" the android greeted. "We have a very important update for you all!"

The group stood at attention and Jaune took to the front. "What's up?"

"Good news; we know what happened to Ben and Team RWBY." Kevin announced.

"Bad news?" Six pulled out a remote and activated the holo-projector in the center table, pulling up an image that made everyone gasp. There, standing victoriously with their friends in their grasp, was the Ministry, along with a large alien who they presumed to be Khyber himself. "It seems that Ben's "plan" worked."

Sun's eyes widened seeing his girlfriend slung over Emerald's shoulder. "…Damn it."

Rex also seemed unsettled, glowering at the sight of Neo keeping a hold of Weiss. "It's happened." He craned his head toward the others and nodded to them. "You know what we've gotta do now, right?"

"Indeed." Pyrrha affirmed, with the others nodding back as well. "It's time…" She trailed off and her sights went over to Gwen, the redhead still glaring at the screen in thought. "…Gwen?"

A sigh escaped the young Anodite's lips and she nodded as well. "Right, of course. Let's go."

"I'm comin' with." Qrow said, bringing out Harbinger. "My nieces are in danger, an' I can help track 'em down."

"As much as I detest saying this, I agree with Qrow." Winter concurred, taking out her own weapons. "If anything happens to Weiss, I will not be able to forgive myself…" She craned her head toward Vernal, who kept her head turned away with her arms crossed. "What about you, Vernal?"

"Psh, of course." Vernal rolled her eyes. "I don't think I need to say that to get the point across. Let's start the search."

"Well, then let's head out." Gwen concluded, making her way to the door. The group went to follow her, but stopped short when the door pulled open before they got there, and on the other side were Max, Rook and Cesar. The three of them were smiling as well, contrasting the overall mood in the room. "Grandpa?"

"Hi, pumpkin." Max greeted. "Headed out for a mission?"

Jaune came up and answered; "Yeah, and we've got no time to lose, Max. We've gotta—"

"Woah, woah, chico, slow your roll." Cesar urged with a wave. "You need to calm down. Things really aren't as bad as they may seem." The genius reached behind his back and, much to everyone's surprise, pulled out Jaune's scabbard. "For one, those upgrades you requested are complete."

Immediately, Jaune's eyes brightened up excitedly. "Woah! Already?! Sweet, thanks Cesar."

Pyrrha tilted her head in confusion, however. "Jaune, you requested upgrades?"

"Yep, I had a bit of an idea how I could improve my sword a little." Jaune took up Crocea Mors and sheathed it, placing the weapon on his hip while giving Pyrrha a wink. "You'll see."

"Yeah, that's cool and all, bro…" Rex got right in his brother's face, his tone and demeanor resolute. "But in case you haven't noticed, my girlfriend, her team, and one of my best friends, has been kidnapped. Forgive us if we're a bit concerned."

"What is there to be concerned about, though, Rex?" Rook questioned.

Max folded his arms with a knowing smile. "Yes, after all, Ben's "plan" is going pretty well so far, am I right?" The teens were surprised to see him using air quotes around the world "plan", and before long, the Omni-Hunters had put it all together. Max knew. "Hehe, yep, I kinda figured. Now, let's get you all set up with a bit more help…"

The teens were confused for a moment before, toward the other end of the hall, the elevator door opened. And, inside that elevator, was something that made the Omni-Hunters all smile from ear to ear. "…Okay, this was unexpected." Gwen said, a smirk working its way to her lips as she rubbed her hands together. "But not unwelcomed by any means. Alright, let's go!"

…..

~Half an hour earlier~

Ruby began to stir awake, her eyes fluttering open after what felt like hours of shut-eye. But this definitely wasn't an equivalent to an afternoon nap. For one, she was propped upright, her arms and legs strapped down to something hard and metallic. And another thing; she quickly remembered that she had been knocked out by some sort of gas, and as her memory came back to her, she quickly recalled who had done the deed. She let out a gasp and snapped her eyes open… only to yelp when it was nothing but more darkness.

After making sure that her eyes DID indeed open, she called out into the void, hoping for an answer. "Hello?! Is anyone there?!"

"Ruby?!"

"WEISS!" Ruby cried out joyfully, hearing her best friend's voice directly to her right. "Thank goodness, I'm not alone!"

"Well, we may not be alone, but we're certainly not in a good position." Weiss pointed out. "You're probably on a metal slab, too, I'm assuming?"

The Hooded Huntress sighed, hanging her head low. "Yeah, pretty much. I… wait." Ruby moved her back against the slab and her eyes widened in horror. Her baby. It wasn't there. "AAAAAHH! Crescent Rose is gone!"

Weiss hummed irritably. "Hm, yeah, Myrtenaster's been taken from me, too."

"This is awful!" Ruby cried as tears flowed down her cheeks. "She's probably been left abandoned and all alone and I can't get to her!"

The former heiress deadpanned at that. "I find it concerning that you humanize your weapon to such a degree. Can we maybe focus on the fact that we have no idea where we are first?" Weiss lifted her head and called out; "Yang?! Blake?! Please tell me we're not the only ones in here!"

"Hmph…" From the darkness, the girls heard a pair of groans, ones that they both found very familiar. "Ugh… my head." Blake murmured

"My everything." Yang bemoaned, only to realize that they were in complete nothingness and strapped to metal slabs. "Uh… where the hell are we? And where are our weapons?!"

Ruby gasped in relief. "Sis!"

"Ruby?! Oh, thank god, you're okay. Where are we?"

Blake craned her head around, her Faunus eyes beginning to adjust to the blackness around them. She got a clear view of Ruby, Weiss and Yang before then seeing the room come into focus as well. They were in a prison hold of some sort, complete with thick, iron bars. There were also some windows, but they seemed to be blacked out, specifically so that no light could enter the place. "We're in some kind of brig, I think." she answered her partner. "Though where THIS is, I have no clue."

Yang's eyes flared up, which actually provided some light, but not much. "Grr… And I think I know exactly who brought us here, too."

CHA-CLUNK!

The girls were startled a bit at the sound of a heavy door opening, followed by a rusty, metallic creak that graced their ears like nails on a chalk board. Fortunately, there was finally some light let in as a result… but the bad news was that they were about to have company. They saw several shadows moving into the room before the door closed behind them, and in the very next instant, the prison's lights snapped on, briefly blinding the quartet. Once their vision cleared, they finally got a good view of the cell they were in… as well as their captors strolling in with conceiving laughter.

Coming in with arrogant grins were Cinder, Rojo, Emerald and Neo, who were also accompanied by the recently self-proclaimed Street Sharks in their human forms. Dominique and her girls gave out howling laughs as they approached the cell, pointing at Team RWBY mockingly. "Ahaha! Well, well, well! Look what the cat dragged in, ladies!"

"Ha! Literally, too." Jetta gave a pointed glare toward Blake, the cat girl's ears flattening in distaste. "How's it goin', Pretty Kitty?"

"Been better, thanks." Blake spat back.

"Ah, c'mon, relax!" Rojo waved off, taking to the front of the group. "You guys maybe our prisoners, but the Boss Lady's told us to treat you like our guests for the time being." She leaned forward with a condescending smile. "Can we get ya something to drink? Oh, wait, you can't move your hands! Ahahaha!"

The villains all laughed at her joke while Yang's aura continued to flare up, all while she struggled against her restraints. "Why don't you come in here and say that to my FACE, you—AAAAAAHHH!" The Blonde Brawler screamed in agony as her metal shackles suddenly induced a powerful electric shock, which only stopped when her aura ceased its burning. The rest of Team RWBY were all horrified as Yang hung on her slab limply for a moment, gritting her teeth from the sudden, intense pain. "W…W-What the hell was—"

"Ah, yes, I was just about to mention…" Cinder began with a smirk. "Those shackles were specially designed by the good Doctor Watts to shock you should any hint of your Semblances be used. Once your aura begins spiking…" But then she waved her hand. "Well, you just experienced what happened, so I suppose there's no need to explain. Still, I suggest you be more compliant."

Emerald placed her hands on her hips. "Yeah. After all, I think you'll see that there's a certain someone missing from your little group. Hehe…"

The girls were somewhat thrown off by her statement… only to then realized the distinct lack of green in their ranks. "AH! Ben!" Yang gasped, narrowing her eyes weakly at the group. "What've you done to him?!"

"Nothing… yet." Calisto answered. "Pretty sure he's still unconscious, but he's in Khyber's personal quarters."

Jetta balled up an eager fist. "Hehe, yeah! An' Khyber said that we'd get to beat the tar outta him before he finishes him off!"

The four girls all glowered at the villainous ladies, wanting nothing more than to throttle them at that very moment. "You're all awful human beings, I hope you know that." Ruby said as she kept moving against her restraints. "First you take my Crescent Rose and now THIS?! You're SICK, I tell you!"

"Ah, yeah, the scythe." Dominique reached behind her back, with the rest of the Street Sharks doing the same. "Don't you worry, Sheila…" The blue mohawked woman pulled out the weapon in its compressed from, followed by Calisto producing the Ember Celica, Roxy bringing out Myrtenaster, and Jetta holding up Gambol Shroud for the RWBY girls to see. The four gasped as Dominique threw Crescent Rose up and down. "They're in good hands."

"You MONSTERS!" Ruby snapped.

"I swear, if you do ANYTHING to break our weapons, you WILL pay dearly!" Weiss added.

"Ha! Break 'em?" Roxy questioned. "Never! We're just gonna use 'em to commit crimes and leave 'em at the scene to frame you. That's WAY better payback if you ask me."

The four girls were aghast by the plan, with Yang growling; "You sharks are gonna REGRET ever meeting us!"

"Already do, chicky." Calisto flipped the bird at Yang as her and her team laughed it up one final time, all while walking away from the cell. "Let us know how your meeting with the new boss goes, huh? We hear that she's VERY eager to speak with ya!"

Once they left, Cinder chuckled nefariously and steepled her fingers. "They're right, you know. Salem is anticipating your arrival even as we speak." She reached over and pulled a set of keys off the wall, using them to unlock the cell door. "But before that, we have a little surprise for you… Yang."

Rojo walked into the room and went behind the Blonde Brawler's restraints, pressing a button to make it move up on a set of wheels. "Hehe, that's right! You're gonna get a front row seat to your boyfriend's demise…"

Emerald gave a shrug. "We figured it was the only decent thing to do. …Aw, who am I kidding? We wanna see your face as we slowly cut that Omnitrix off his arm!" The villainous women all erupted into uproarious cackles as Yang glared at all of them, so desparately wanting to use her Semblance. "Haha! And the best part? Once he heals up from that…" Emerald leaned in closer to Yang with a sly grin. "Guess who gets to keep him?"

"I will RIP that smirk RIGHT OFF of you, Emerald!" Yang snapped. "Besides, don't you have your own whipping boy?" The moment she said that, she saw Emerald's expression turn sour, and immediately, Yang could see she struck a nerve. "Oh, relationship troubles with Mercury, huh? I get that… oh wait, no I don't! HA!" SMACK! "ACH!"

After the righteous slap, Emerald pointed at Yang with a gaze filled with ire. Neo had even entered the scene and held the green-haired thief back. "Don't you DARE mention him again, you hear me, BITCH?!"

"Okay, okay, let's not get carried away." Cinder urged, placing a hand on Emerald's shoulder. "We have business to attend. Come along, everyone. Khyber's waiting for us."

Emerald's fists shook with rage as she whipped around and marched out of the prison, with the other ladies following after. Yang glanced back to her team worriedly before the door closed once again, leaving Ruby, Blake and Weiss by themselves once more. "…Well, this is going swimmingly so far." Weiss deadpanned.

Blake eyed Ruby in concern. "Think the rest will go just as good?"

Ruby's brow furrowed. "They'd better…" She suddenly started thrashing wildly against her restraints. "Because I SWEAR, if I find one little NICK on Crescent Rose, someone's gonna get SUCH A PINCH!" Blake and Weiss could only hang their heads at their leader's rage-fueled antics. This was probably gonna take a while.

…..

Meanwhile, inside of Khyber's main study, Ben had just woken up… and he was upside down. Thankfully, he was used to being trapped like this, so it didn't exactly bother him. But what WAS a bother to him was that his hands were bound behind his back, and they had been tied in a way where he couldn't easily access the Omnitrix. And even he could, he probably wouldn't even be able to see which alien he'd be choosing.

The hero took a glance around the room to see several different items on display… and he was pretty sure that they had all once belonged to living aliens that weren't so alive anymore. He saw a Wildmutt-skin rug, a Terraspin shell that had been transformed into a shelving unit, and he himself was actually hanging from a Crabdozer skull.

What most unsettled him though was the full Appoplexian skeleton that stood next to the Terraspin shelves. 'There's just something about seeing Rath's bones that just doesn't seem right.' he thought to himself. However, it was then that he noticed a certain figure standing across the room with his back toward him, sharpening a rather demented-looking knife. Indeed, it was Khyber, with his alien dog laying on the floor with a bone in its mouth as well. With a slight smirk, Ben decided to do what he did best; be a snarky bastard.

"Hmph, well, gotta say, Khyber, I love what you've done with the place." The Omnitrix bearer craned his head toward the trophies, pretending to admire them. "Who knew alien skulls had so many uses?" He got no response initially, which upset him a bit. "…This is usually when you start spouting your whole "dominate the universe" plan, just so you know. You're kinda breaking a villain tradition here." Once again, nothing. Ben pursed his lips irritably, finding Khyber to be a tough nut to crack. "I'm sure you're just dying to fill me in on everything you've got going on here, right?"

"Not really, no." Khyber finally replied, turning around toward him while gesturing to the walls with his knife. "The trophies, the hunting equipment, it's all pretty self-explanatory." He pointed to himself. "I am the ultimate predator, and you…" His knife drew close to Ben's face, making the hero crane his head back. "…are the ultimate prey." Khyber peered behind Ben to take a peek at the watch. "And your Omnitrix shall be my greatest trophy. Once Salem and my benefactors are done with it, of course."

"Yeah, I've been meaning to ask about that, actually." Ben tilted his head as best he could. "What IS your connection with Salem anyway? I mean, I get the whole "Rojo is your student" thing, but that can't be the ONLY reason."

Khyber nodded whilst turning away from the hero. "Hm, you would be correct. My reasoning for allying with Salem does not solely lie with her connection to Rojo." He took up a rag and started polishing his knife, making sure he could see his reflection in it. "You see, my benefactors and her share a common interest in wanting to obtain the Omnitrix, both for very… interesting reasons."

Ben gave a shrug. "Yeah, I get that part. Salem wants to create an army of Grimm aliens to help destroy Remnant. Not sure what your "benefactors" want with the watch, but I'm sure it involves dominating THIS universe, too." He raised an eyebrow at the hunter. "Only question is, what will YOU do with it when they're done?"

A smirk came to Khyber's lips and he waved his hand across the room. "Didn't I just tell you, Tennyson? I shall have it taxidermized and it will have a permanent place in my collection…" He hummed and started pondering to himself, staring at the Terraspin shell. "Hmm, yes, I'm thinking of placing it on my Geochelone Aerios shell mantel piece. Right next to the Appoplexian skeleton, just above the Vulpimancer pelt."

"Okay, I get it, you've got a bunch of creepy junk, now can we—" THUNK! Ben's eyes widened after Khyber threw his knife at the Appoplexian skeleton's wrist, lobbing the hand clean off. "…Point taken."

"Good." Khyber retrieved his knife and went over to a nearby table, which held some rather… dangerous-looking alien surgical tools. "I suggest you prepare yourself for what's about to happen, because it WILL hurt. Quite a bit, might I add."

The hero rolled his eyes and shook his head. "Please, you think you're the first person to ever wanna hack off my arm for the Omnitrix? Creeps like you have been trying and failing since I was ten." Ben saw Khyber turn back toward him, now sure that he had his full attention. "Hell, one time, I even got trapped in the Null Void after a stunt like that. My hand was literally body-less here on Earth, and I even switched places with it before things got back to normal."

Khyber stepped back up and lowered his head so that he and Ben were eyelevel. "If you're attempting to stall for time so your little friends can come swooping to your rescue, I'm afraid you will be sorely disappointed."

"And you can count on that, Tennyson!" Ben snapped his head toward a nearby door and gasped at the sight of Rojo, Cinder, Emerald and Neo walking in while wheeling Yang along with them, the blonde shackled to a massive gurney. "Especially since we've got your little girlfriend and her team trapped along with ya! Haha!" Rojo cackled.

"Ben!" Yang exclaimed.

"Yang! Thank god, you're okay." Ben smiled in relief. "…Also, wow, they really sprung for your form of imprisonment."

The realization dawned on Yang the second that she saw Ben was bound with simple rope. "Uh… yeah, you're right." She eyed Khyber skeptically. "Why the heck am I shackled to metal while he's just tied up in rope?"

Khyber scoffed, turning his head up to the blonde. "Because at the moment, you are much more of a threat than he is." He reached out and took her face in his clawed grasp, which Yang was seriously off-put by. "You, my dear, and your little friends, are equipped with powers at the ready which need to be kept in check." He glanced over to Ben, who was glaring dangerously at him. "Meanwhile, a special knot-tying technique is more than enough to keep Tennyson from accessing the Omnitrix while also keeping his hands bound."

"Let go of her, you bastard!" Ben snapped. "Or so help me, I'll—" SMACK! "Ouch!"

Ben went swinging to and frow after Cinder slapped him, leading her and Rojo to laugh once again. "Ahaha! Tennyson, need I remind you that you are in no position to make demands?" Cinder stopped Ben mid-swing and narrowed her eyes at him. "We are the ones in control here."

Emerald placed her hands on her hips proudly. "Yep! Like I said before, we saw your little argument with your cousin yesterday, and we've made sure to clean you guys of all comm devices."

Rojo scratched the back of her head. "Yeah, honestly, kinda surprised ya don't have a Plumbers badge on ya, Tennyson."

"The Omnitrix is all the Plumber ID I need." Ben countered. "And if I could reach it, I'd get a communication out as fast as I possibly can."

"Well, fortunately for us, we won't let that happen." Cinder stated, slowly caressing Ben's cheek. "First, your cousin and her boytoy abandon you, and now you've lead Team RWBY to their doom. You really ought to treat your teammates better…"

Yang's eyes flared up, her aura starting to burn. "SHUT UP—AAAAGH!"

Ben was left stunned as Yang was hit with a powerful electric shock, leaving her slumped over and clearly in pain. "Yang!"

"Hah… hah… Ben's the best leader we could ever have." Yang breathed heavily. "He's done nothing but help us become a better team every step of the way. Sure, we've had some losses, and things haven't gone our way sometimes. But those losses will only help us get better." She gave her boyfriend a grateful smile. "We have so much to thank him, Gwen and Kevin for since we met them that day." Ben returned the smile instantly, the couple staring longingly at each other.

"Very touching." Khyber growled, putting his blade between their line of sight. "But I'm afraid that gratitude won't get you far here." His red eyes locked onto Ben, who was all too eager to glare back. "There is no hope for you, Tennyson. Your allies are gone, you cannot communicate with the outside, and this ship is untraceable. You're finished."

Ben pursed his lips, searching for something to counter that with. Thankfully, it didn't take him too long to find it. "Yeah, well, at least I don't make my teammates do all the work for me while I take all the credit." He nudged his chin down to the alien dog, still chewing on its bone. "I mean, the mutt is clearly the brains of the operation, right?"

Yang belted out a laugh at that while Khyber sneered at the accusation. "He is not a mutt." The dog stood up and received a pet on its head by its master. "He is a an extremely well-trained Anubian Baskurr."

"Wearing a cheap Omnitrix wannabe."

"Hm, yes… courtesy of an old friend of yours." Khyber's smirk returned. "Malware."

A chill went through Ben's entire being at the very mention of that name, a shocked gasp escaping his throat. Yang was also clearly surprised by the revelation, though the villains were a bit less in the know about the situation. "Uh… who's Malware?" Emerald questioned.

"An old enemy of Tennyson's from WAY back in the day." Rojo explained. "A Galvanic Mechamorph that didn't come out quite right. Never encountered him personally, but I heard that he was a force to be reckoned with."

Khyber gave his student an affirming nod. "You would be correct, Rojo." He looked back to Ben, who still seemed to be processing what he had just learned. "Now that I have your attention… it seemed Malware somehow managed to obtain crucial yet flawed design specs for the Omnitrix."

Ben's features went from astonished to thoughtful when he said that. "Must've been during one of our fights. I think I remember him touching the Omnitrix at one point while I was transformed."

"Whatever the case, he ended up seeking out the aid of a Cerebrocrustacean with a vendetta against Azmuth." Khyber continued. "The doctor was able to reverse engineer a workable facsimile; the Nemetrix." He gestured down to the device, which gleamed around his dog's neck. "It was only missing one critical element… predator DNA." He spun around, placing a hand to his chest in pride. "So naturally, they sought out the greatest huntsman in the galaxy."

"Oh yeah?" Yang questioned snidely. "Who what that?"

Khyber immediately whipped around and stuck his knife straight at her, though the Blonde Brawler simply continued smirking at him. "One more remark like that, child, and I will collect that smart tongue of yours." Yang sucked her lips in, resisting the urge to laugh as Khyber went on. "Back to the point… I hunted down all of the fiercest, most savage predators in the galaxy. Procuring their DNA for the Nemetrix. And, once my mission was complete, all that was left to do was find a willing test subject to wield the device for us."

"So you used your own dog." Ben concluded.

"Not initially, no." Khyber denied. "Our first subject was one that we found in the Null Void. In fact, there was no shortage of candidates to be found there… willing or unwilling."

Yang balled her fists, sneering in disgust. "So you forced alien criminals to transform into abominations for your invention? They may not be upstanding citizens, but I doubt they deserve that."

"Perhaps, not… but you cannot argue with the final results." Khyber lifted his head and whistled, leading the Anubian Baskurr to respond by changing into the Terrorantula once again. "Tell me, Tennyson… does this beast look familiar to you?"

Ben scrunched his face in confusion as he stared at the Terrorantula, meeting its piercing red gaze. "What? The heck are you… wait…" Ben's eyes widened as he kept his sights locked on the monster, slowly remembering something that had slipped his mind a long time ago…

…..

~Seven Years Earlier~

It was a bright, midsummer afternoon as young Ben Tennyson was sitting on the lake shore. It was a weekend, so himself and his cousin were on a short fishing trip with Grandpa Max. However, neither of the kids were really interested in the actual fishing part, with Gwen busy practicing her magic while Ben was fiddling with the Omnitrix as per usual. Still, that didn't stop Max from trying to change their mind as he waded through the water. "Ah, nothing like a good spot of fishing to make the day pass." The old Plumber said. "C'mon kids, why not enjoy the peace and cast a line yourselves?"

Gwen, who was busy trying to balance on a mana platform, wasn't too jazzed on the idea. "I'm trying to get a hang of my powers, grandpa. Sorry, but I don't have time for fly fishing."

"Hmm…" Ben smirked with a conceiving gaze toward his cousin. "Then how about some… STINKFLY fishing?!" He slapped the Omnitrix and transformed into Stinkfly in a flash of green, the Lepidopterran rushing over Gwen's head and taking her off balance. Stinkfly gave a mocking laugh as she landed on her butt. "Haha! Have a nice trip! See ya next fall—OW!"

He was cut off as Gwen shot a mana burst at his face, though Max was quick to intervene. He held up his hands and warned the duo; "Alright, you two, knock it off." And, as he expected, like clockwork, his grandkids barked;

"He/She started it!"

Gwen scoffed and threw her hand up at Stinkfly. "As if! HE started it!"

"Nuh-uh! SHE started it!" Stinkfly denied.

"HE started it!"

"SHE did!"

"No, YOU did!"

"You wish!"

"Why would I wish for THAT?"

Just as Gwen asked that, however, the trio were caught off guard as something came leaping out of a bush not too far away. They snapped their heads around and gasped at the sight of a large, spider-like alien beast coming barreling toward them, and Stinkfly took that as his cue. "Uh, hold that thought! It's Hero Time!"

The Lepidopterran flew at the monster and raised his eyestalks, firing off several globs of slime that stuck to the creature's legs and held it in place. Then, from out of nowhere, a mana disk crashed against its head and started pushing it back, with Gwen proclaiming; "Correction. It's HEROES Time!"

"See, now THAT just ruins it." Stinkfly shook his head before the spider creature broke through the barrier, all while unsticking itself from the ground. As Max took off toward the Rustbucket, Stinkfly continued to berate his cousin. "News flash, Gwen, there's an alien HERO on the scene! I don't need any backup!"

The creature lifted its legs and created a large laser web in front of it, which it then proceeded to step through. As it did, the web actually clung onto the spider alien's body, covering it in a protective web layer. "Watch how the REAL heroes get it done!" Stinkfly flew into the air and came down for a stinger attack… only for him to get shocked BIG time when his tail connected. He was sent flying back as he transformed back into his human form, with Gwen catching him on a mana platform.

The redhead couldn't keep that up for long, so she just decide to drop her cousin as payback. "See? What'd I tell you, Ben?"

"Ugh… alright, maybe I COULD use a little backup." Ben admitted, going for the Omnitrix again. "Or maybe… some Feedbackup!"

Ben smacked the Omnitrix again after making his selection, and within seconds, he had transformed into his favorite alien. Though while HE was hyped about it, Gwen simply rolled her eyes and shook her head. "Ugh, don't you ever get tired of using that alien?"

"Ha! Why would I?" Feedback scoffed, sending a toothy grin toward the spider. "Especially when he can do THIS!" The Conductoid thrust his arms out and sent out bolts of energy from his plug-like finger tips which hit the spider creature and immediately absorbed the laser webbing from its body, leaving it defenseless. "Ha! Score another one for the energy absorbing dude!"

The spider wasn't too happy, though, and it lunged for Feedback with its mouth open wide. The hero jumped back just in time to avoid the hit, though when the beast landed, it was met with the grill of the Rustbucket ramming right into it. Max pulled to a stop and looked to his grandkids out the window. "You two alright—GAAH!"

Without warning, the spider beast was back up and lifted the Rustbucket off its wheels, flipping it straight back onto its roof. All of the windows were shattered, and in that very second, the cousins put aside their petty squabble for what mattered most; "GRANDPA!"

"Ugh… I'm alright!" Max announced as he crawled out of one of the many broken windows, only to be met with the spider monster. The beast set its red-eyed glare down at him… but then something strange happened. The moment their eyes met, the creature seemed to do a double take, and then foam began to bubble from its lips. From there, it began convulsing and shrieking, its eyes losing focus as it bashed its head against the Rustbucket.

Max was confused to say the least, but he wasn't about to look a gift horse in the mouth. He got to his feet and rushed over to his granddaughter, while Feedback switched places with him to grab a hold of the monster. "Uh, dude? You DO realize you're beating YOURSELF up, right?"

"I think its brain went "bye-bye", if you know what I mean." Gwen said as she made the "cuckoo" hand motion next to her head.

"Very well could have." Max agreed.

But the two didn't have long to speculate as the Omnitrix timed out and Ben transformed back… though oddly enough, the red flash seemed a lot more prominent. Once the flash died down, Ben shook his head to get his bearings… and then gasped at what he was met with. Rather than the spider creature, he was standing next to an old, yet strong-looking man with long, greying hair and a matching beard. He had a scar over his right eye, and while he didn't SEEM familiar, there was something recognizable to him, though Ben couldn't quite place him. "Woah… this is new."

"Ben!" Max and Gwen rushed over, the old man kneeling down next to his grandson. "Are you alright?"

"Yeah, just… kinda shaky." Ben eyed the other man incredulously. "Grandpa, is that…"

Max's eyes landed on the man, and unlike Ben, he instantly recognized him. Even with the new beard and scar, he knew his old partner anywhere. "Phil?!" He placed his hands on Phil's shoulders, hoping to get some sort of reaction. "Phil, what happened?" The man's eyes seem to widen a bit, but for the most part, he seemed totally lost.

"Wait… Phil? As in, your old Plumber partner?" Gwen tilted her head. "How did he escape the Null Void?"

"And more important, has he ALWAYS secretly been a giant, ravenous spider-monster thing?" Ben added.

"Questions later. Right now, he needs our help." Max resolved.

Just then, Phil blinked and gasped, reaching out to his old partner in shock. "M-Max?! Max, i-is that really you?"

Max grasped the man by the arms firmly, yet reassuringly at the same time. "It is, Phil. It's okay. Whatever happened to you is over now."

"No… N-No, no, it's NOT over!" Phil exclaimed, clearly panicked. "W-What they've done to me, it's only the beginning! Max, you and your grandkids have to—AGH! AAAAH!" Before he could say any more, a Null Void portal suddenly appeared underneath Phil, dropping him back into the extra-dimensional prison. And, for the several following weeks, not one of the three could get that image out of their head.

…..

~Present Day~

"…That attack by Phil when I was eleven." Ben concluded, having recounted the memory for all to hear. "That was you testing out the Nemetrix."

The others were quite surprised to hear the tale, even the Ministry ladies. They hadn't known that this was going on for quite so long, but apparently, it was. "My word… Khyber, I thought I liked you before." Cinder smirked evilly. "But you effectively ruined a man's mind with a simple feral transformation! Haha! Oh, now THAT is worth my full respect."

Yang, however, was less impressed. "Wow, sure, ruin a poor guy's mind. That Phil guy might've done some bad stuff, but he REALLY didn't deserve that."

"What he deserved was irrelevant to me at the time." Khyber dismissed, handwaving the entire topic. "Because at the end of the day, the test eventually proved to be a failure. Alas, a higher functioning creature such as a "Phil" could not handle the savage feral nature of the Nemetrix."

Ben glanced down, or rather UP from his upside-down state, toward the Anubian Baskurr. "So Fido here gets his paws dirty for you instead." In response, the alien canine barred its teeth and growled at him.

Khyber chortled and snapped his fingers, making the dog sit obediently. "Hmhm, "Fido" as you call him, being feral himself, has no higher function than absolute loyalty." The huntsman reached down, grasping the dog's collar. "Making him a perfect fit for the Nemetrix."

"He'd HAVE to be lacking in higher function to be loyal to you." Ben quipped.

"You would do well to show respect to the greatest huntsman in the galaxy!"

Once again, Ben rolled his eyes at that. "Oh yeah? Well if you're so great, then why'd it take you seven years to capture me then?" He raised a brow at Khyber with a sly grin. "After all, it took Vilgax, like, seven minutes the first time."

And that was the straw that broke the camel's back. Khyber growled furiously and lunged forward, seemingly ready to gut Ben. The hero recoiled and Yang cried out, but Khyber stopped himself short, holding his knife up to Ben's throat. "GRAH! I could destroy you now!" After a few calming breaths, however, Khyber regained his composure, standing up straight. "But… I would lessen my bargaining power with my associates." He turned around, holding his knife behind his back. "You should remain silent until they arrive, lest you try my patience again."

But Ben's eyes lit up before spinning around so that the ropes were against the blade. "And YOU should to control that temper…" SNAP! After a second of rubbing, the knife cut through the ropes, freeing his arms. "It leaves you open to making mistakes!" Ben swung up and collided with Khyber's back, taking the huntsman off his feet.

"CRAP! Tennyson's free!" Rojo took out her sword as Emerald, Neo and Cinder readied their own weapons as well. "Get on him, ladies, don't let—" CLANG! "OW!" Without warning, a metal shackle suddenly crashed right into Rojo's face, followed by another sailing right into Neo's gut.

Cinder and Emerald were left stunned as Yang tore through her restraints, even though they were shocking her immensely. With a righteous roar, Yang swung her legs up and tore the last two shackles off, though Cinder was quick to shoot them down to avoid them. Yang dropped to the floor, her aura burning brighter than ever. "I think you guys forgot what my Semblance is; turning pain into my own strength." She smacked her fist into her palm, glaring at the duo with burning red eyes. "So, who's first?"

At that moment, Khyber was just starting to get up, though Ben had already dialed up the Omnitrix. "Alright, Mr. "Galaxy's Greatest Huntsman", get ready to throw down with Humungousaur!" Ben slapped the Omnitrix down… and didn't transform into Humungousaur. Rather, hanging upside down from the ceiling was a very familiar bipedal tiger alien in a black and green, one which Yang was quite happy to see. The hero let out a snarl and hoisted his head up high, roaring out his name; "RRRAAAAAATH!"

"Ooh… even BETTER!" Yang pumped a fist as her boyfriend fell from the rope, landing on his feet. "Let's do this!"

Rojo grimaced at the Appoplexian, knowing that they were now in for a true fight. "Oh, great, just what we need… wait a second." She pointed to Rath with a perplexed gaze. "Weren't you dressed like Hulk Hogan the last time we saw you?"

"LEMME TELL YA SOMETHIN', ROJO!" Rath pointed to the bounty hunter. "RATH THINKS SIMPLICITY IS KEY! THE HOGAN ENTRANCE WAS COOL THE FIRST TIME, BUT RATH AIN'T ABOUT TO DO THAT KINDA THING EVERY SINGLE TIME!" He took hold of the bands of his singlet and stretched them out before snapping them back on his chest. "Besides, Rath likes the idea of changing his gear every once and a while."

Emerald gave a shrug. "Eh, kind of a dumb explanation, but it kinda makes sense." But then she chuckled a little at the irony. "Also, love how you told Khyber to control his temper and then you transform into THAT. Haha!"

"RATH KNOWS ABOUT THE IRONY!" Rath rounded about on Khyber and pointed at him next. "AND LEMME TELL YOU SOMETHIN', SELF-PROCLAIMED GREATEST HUNTSMAN IN ALL THE GALAXY!" He narrowed his eyes at the villainous alien. "Rath is not Humungousaur… but RATH is gonna make YOU HUMUNGOU-SORRY!" Rath was about to charge forward, but was met with the Baskurr, shielding its master from harm. "Really?! You wanna piece of ME, Puppy-Dog?! THEN IT'S GO TIME, MAN! GRRAAHH!"

Yang bashed her fists together, Ember Celica at the ready. "My sentiments exactly! RAH!" The Blonde Brawler shot herself forward and immediately punched Emerald, sending the thief flying back and embedding her in the metal wall. Cinder went in for a slash with her sword, but Yang punched that as well, breaking the obsidian into several shards. However, the pieces just heated up again thanks to Cinder's Semblance and they reformed into a massive javelin, which Cinder sent flying at Yang. The blonde leapt back and avoided the attack, but was met with Rojo, the two falling into a grappling match. "You guys made a BIG mistake capturing us!"

Rojo simply curled her lips up, pulling her fist away for a punch. Yang did so as well, and even landed hers first… only for Rojo to shatter into a billion pieces. Her eyes widened and she spun around, only to get hit with an umbrella. Neo, after succeeding in her little trick, kick-flipped off of Yang's front and came right back with a swipe of her umbrella, though Yang was able to block that hit.

"Oh, you're gonna wish you hadn't done that, you little—WOAH!" But, with her attention diverted, that allowed the REAL Rojo to come in and sweep Yang off her feet, bringing her down to the floor.

"I'm sorry, what was that?" Rojo mocked, with Neo giggling behind her hand. "I couldn't hear ya over all the floor you were eating! Hahaha—AUGH!"

Yang had grabbed hold of Rojo's ankle, pulling her down as she rose up once more. "Who's eating the floor again? 'Cause it's not me…" She trailed off when she noticed Emerald, Cinder and Neo surrounding her, and she grumbled as her aura just burned brighter. Emerald took that as her cue to send one of her sickle blades out at Yang, only for her to catch it by its chain and then yank the green-haired girl over to her. Neo went in to help, stabbing her sword-tipped umbrella at Yang, but with a quick dodge, she got out of the way… and then slammed Emerald's body right into Neo.

But the blonde only had mere seconds to react as an obsidian arrow went sailing past her head, grazing past her cheek and leaving a small burning sensation. "Gah!" Yang spun toward Cinder as the Fall Maiden kept shooting arrows at her, going between knocking some out of the air or dodging them entirely.

Cinder wasn't too thrilled by this, so she deemed it necessary to take it up a notch. Activating her Maiden powers, she created three arrows and infused them with fire, lightning and ice before shooting all three at Yang. The brawler was ready to counter, but to her surprise, the arrows landed near her feet and then exploded in a large, elemental burst. The blast was enough to blow her off her feet, and she went sailing right back toward Rojo, who batted her across the cheek with the butt of her weapon. "GYAH!"

Yang hit her head on the way down, rattling her quite a bit as Rojo and Cinder cackled above her. "Hahaha! Xiao Long, you certainly are persistent." Cinder shrugged. "But you're clearly outnumbered and outmatched." The blonde was about to get up when Neo and Emerald came in and stomped on her hands, making her cry out in pain before both of them slammed down on her back. With the wind taken out of her, Yang's burning aura died down, and her eyes became their normal shade of violet once again.

"Grr… y-you… won't win!"

Rojo reached down, grasping her by the shoulder. "Wanna bet?" With a simple squeeze, Yang gave out a shocked cry and then slumped to the floor, unable to move.

Across the room, meanwhile, Rath and the Baskurr were still tussling across the floor, rolling along in a scrap that had gone on for about two minutes. The Appoplexian had thrown the dog around, slid it across the floor, and gave it a body slam without hesitation, and it was then that Khyber had seen enough. He had determined that now was his time to step in. "Enough playing." he announced, garnering both of their attention. "He's mine."

Khyber cracked his neck, tossed his blade away and then snapped his fingers so his dog sat obediently… only for it to get punched off by Rath. "LISTEN HERE, YOU DOG-LOVING, OMNITRIX COPYING PAIN IN MY ASS!" He jerked a thumb to his chest. "RATH IS DECLARING TODAY "KHYBER THE HUNTSMAN HUNTING SEASON"!" With that, he lunged into a grapple with the hunter, pushing him back a bit before going for a punch.

Khyber managed to dodge that, though, and he delivered a swift kick to Rath's gut. It didn't affect the hero much, so he went for yet another punch, only to miss entirely again and get thrown into the Appoplexian skeleton. The bones were destroyed upon impact and went scattering across the room, with Khyber crushing the skull beneath his boot. "As you can see, I have already taken advantage of Appoplexian Hunting Season."

Rath's eye twitched and he belted out; "Grr… KHYBER SEASON!" PUNCH!

Khyber staggered back, but wouldn't let up. "Rath Season!" SOCK!

"KHYBER SEASON!" BASH!

"Rath Season!" CRACK!

"KHYBER SEASO—WOAH!"

Rojo tripped the Appoplexian up, sending him sprawling onto the Vulpimancer rug. "What is this, a freaking Looney Tunes bit?!" the redhead shouted. "Teach, get with the program!"

Khyber initially scoffed, but saw an opportunity to regain the upperhand. He pulled out the Vulpimancer-skin rug just as Rath was getting to his feet, sending him toppling over once again. "Hmph, Rath Season."

The Omnitrix bearer wasn't about to take that lying down, though, and he quickly lunged at lifting the huntsman in a bear hug hold. "KHYBER SEA…son…" Before he could do anything, Khyber reached out and pinched his hand on Rath's neck, targeting a specific nerve that instantly made the Appoplexian's whole body give way and fall to the floor. The Omnitrix timed out, leaving Ben incapacitated. "W…W-What did you… ugh…"

"Hmhm, Hephaestan Neuro Grip." Khyber explained, picking Ben up off the floor along with his knife. "Useful for subduing all manner of prey…" He set his sights over to the ladies, who had a similarly debilitated Yang in their grasp. "And I see that your girlfriend has also been pacified. Excellent…" He lifted Ben's limp body up, reaching around behind his back to procure a special clamp. Khyber secured it around Ben's Omnitrix, blocking it off from him entirely. "Now, let us go meet up with your other teammates. I'm sure they will be thrilled once Salem arrives to see us remove your Omnitrix arm." Ben could only widen his eyes in horror as the villains took him and Yang back to the prison cells, no doubt with insidious intentions in mind.

…..

In said cells, meanwhile, Ruby, Blake and Weiss weren't in the best of states either. Namely because they had been forced to put up with Exo-Skull and Thunderhog for the past half hour. Mercury and Subdora were there as well, but thankfully, they were being much less annoying. The two mutants, however, were clearly enjoying their new position of power. "Ahahaha! Oh man, I just cannot get OVER this!" Hog guffawed with a few snorts and squeals mixed in. "WE'RE actually on the winning side of things! How awesome is THAT, huh?"

"Yeah, sure is… but it'd be even BETTER if you didn't repeat it at least seventeen times." Weiss grumbled.

"Ha! Now where'd the fun be in that?" Hog asked, crossing his arms at the former heiress. "Braggin' about it is half the fun here, 'specially with all of you strung up like that."

Mercury shook his head, smirking at the girls. "Face it, ladies, you're string of bad luck recently has finally caught up with you…" He walked up and put a hand to Ruby's chin, making her look right at him. "Maybe if you didn't hang out with that permanent bad luck charm you call an uncle, this might not've—OW!"

The assassin recoiled as Ruby actually bit his finger, her anger growing at the slander of her uncle. "You leave Qrow out of this! He's NOT the reason why things haven't gone our way!"

"Yeah, he's barely been around us for most of our missions." Blake pointed out as well. She craned her head down, staring at the metal floor with a forlorn gaze. "Things have just… really sucked recently, to be honest. Between the Forever Knights attacking Bellwood while we weren't here and the Collective being a major thorn in our sides, we've—"

"Woah, woah, wait a second." Thunderhog interrupted, lowering his visor to raise a brow at Blake. "The Forever Knights, we know about… but who the heck are these "Collective" guys?"

The three girls were honestly somewhat surprised by the question, figuring that the villains already knew. "Wait… you DON'T know who the Collective are?" Ruby asked.

"No… please enlighten us." The arrival of a new voice signaled the arrival of Cinder, with Rojo and Khyber coming in behind her. The latter two were holding Yang and Ben captive in their grasps respectively, the couple appearing limp in their arms.

The RWBY girls were too shocked at the sight of their beat-up friends to acknowledge Cinder, but Mercury was more intrigued at the new development. "Ah, there you are… so, what's up with those two?" He smirked as Khyber hauled Ben in, the hero exhausted and immobile. "Seems like you took a lot of pleasure in beating them up. You should've invited me."

Rojo went over to a control panel on the wall and pressed a button, causing the floor to open up. "Well, Blondie here broke through her restraints and tried taking ALL of us on. Big mistake." From the floor rose another metal slab with shackles on it, which Rojo wasted no time putting Yang on it. "THAT won't be happening any time soon, will it, Yangy?"

"Go jump in a river." Yang spat.

"Hmph, tenacious as ever." Cinder then eyed Ben as Khyber also placed him on a slab, though this one came with body anchors as well as arm and leg restraints to make sure the hero stayed where he was. "As for Tennyson, he tried to pull off an escape, but failed miserably." Cinder clicked her tongue disapprovingly. "Tsk-tsk-tsk, such a shame that your last act will be as much a failure as your recent track record."

"I swear, I would punch you in the mouth if I could." Ben murmured.

Rojo made pouty-lips at the hero and teased; "Aw, but I thought lil' Benny didn't LIKE hitting girls!"

"I don't." Ben affirmed, sending Cinder a glare. "But you… you're a monster."

The Fall Maiden simply waved him off. "Flattery will get you no where with me, Tennyson. Save it for your girlfriend… oh wait, you won't have long to do that, will you? Haha!" Team RWBY and Ben all grimaced at Cinder as she turned around to walk out. "Well, I suppose there's not much left to do other than wait for… oh…"

Everyone stopped the second they saw what Cinder was staring at. Outside of the cell stood Emerald… and her eyes had landed straight on Mercury. The assassin was very much in the same position, and both of them were frozen in place at the sight of one another. While Mercury was visibly shocked, though, Emerald was more upset, the green haired girl's lips curled up in a slight sneer as her eyes narrowed at him. Mercury blinked to unfreeze himself before starting forward, reaching a hand out to his partner.

"E-Emerald, I—" The second he said her name, however, Emerald spun on her heel and stormed back down the hall, going so far as to light push Neo out of her way so she could get out of that situation as quickly as possible. "Emerald, WAIT, I—" SLAM! A metal door closed right in Mercury's face, stopping him from what he had to say.

Everyone, hero and villain alike, all stared at the grey-haired young man as he just stood there, his hand resting on the door in a feeble attempt to knock. Team RWBY seemed particularly uncomfortable at what happened… or at least, Ruby, Weiss and Blake were. Yang simply winced and shook her head. "Wow… I have no words."

"Yeah, dude, I… honestly don't think I can mock something like that." Ben admitted. "No stranger to girl troubles here, honestly."

Mercury scowled at Ben darkly, gritting his teeth. "What do you know, Mr. "Perfect Relationship"?"

"Hey, I've been in plenty of relationships BEFORE Yang, you know." The hero countered. "The reason why I've been able to keep ours so stable is because I've learned from all the mistakes I've made in past relationships." Ben frowned and glanced down to the floor. "And trust me… I've made some pretty goddamn awful mistakes."

The assassin balled his fists, trying to move on from the subject. "Yeah, well… that's not the point of what's going on right now, is it?" He whirled around and marched back into the prison cell, approaching Ben in ire. "Right NOW, you all are our prisoners." CRACK! With a strong right hook, Mercury punched Ben straight in the jaw, causing the hero to spit out blood as he was struck. "And I DON'T need sympathy from prisoners."

"Indeed." Cinder concurred, reaching up to grab hold of Ben by his cheeks and make him face her. "Salem will be here soon to personally oversee your demise, and I'm sure that she'll relish every single moment of it. I know I will. Any last words, Tennyson?"

…And then, from out of nowhere…

BOOOOOOMMM!

Everyone in the cell shouted in surprise, the villains bracing themselves against the walls as the entire ship shook from top to bottom. And that was saying something considering that they were on the ground. Something had ROCKED Khyber's ship, and as the shaking stopped, Ben and the girls couldn't help but smirk at their adversaries. "Yeah, I do. …You're sure you checked everywhere when you searched us, right?"

Cinder's eyes widened before Animo's voice came over the intercom; "EMERGENCY HULL BREACH! We've been hit!"

"Yeah, but by WHAT?!" Rojo shouted… before a hand made of Fire Dust came bursting through the wall behind her and pulled her through it. "GYAAH!"

"Rojo!" Cinder went to assist, but was quickly wrapped up in a mana tether that came through yet another wall, and she was sent careening into the prison bars back first. It wasn't long before both walls were torn down, and Cinder clenched her teeth at the sight. On one side was Gwen and Team JNPR, while Kevin, Team SN, Ilia and Penny were on the other. The ten teens all came in brandishing their weapons, surrounding the bad guys with determined smiles. "No… N-No, this is impossible!"

"We got heroes!" Hog shouted as he and Skull went for their weapons, only for Nora to immediately jump in front of them and bash them in their noses with her hammer. The two mutants staggered back, holding their faces in pain before Pyrrha and Jaune came in. The Invincible Girl used her semblance on both of their shields as they bashed into their chests, propelling them through the bars and into the adjacent cell just across the way.

Khyber was stunned at what was happening, but also knew that now was the time to act fast. He pulled out his knife and dashed straight for Ben's wrist… but let out a pain-filled roar before he could even get there. Ilia had struck him in the shoulder with the tip of her Lightning Lash, shocking him and making him fall to his knees. "Sorry, but that won't be happening today."

"HA! Not so funny when it's YOU getting shocked, is it?!" Yang snarked.

CRASH! "AAAGH!" All of a sudden, Emerald came flying back through the door she had left through, colliding with the door on the other side of the prison and slumping to the floor.

Mercury gasped and ran straight out into the hallway in concern. "No! Emerald!"

The thief rubbed her head in pain, her vision a bit blurry. But once it cleared and she saw Mercury coming toward her… she also immediately noticed who was on his tail. "BEHIND YOU!"

"Huh—AOCH!" A giant metal fist came smashing into Mercury's body before he could even get a chance to react, sending him flying and landing next to Emerald. The assassin rolled onto his feet and shook his head, seeing Rex standing before him with a rather intimidating glare.

"…You kidnapped my girlfriend." Rex stated. "Not cool, chico."

"REX!" Weiss exclaimed as her friends helped her and he team down. "Guys, you made it!"

Blake was being let down by Sun, who caught her in a hug and spun her around happily. "You bet we did! Hah, and thank god we got here before any of you guys got hurt…" But then, the monkey boy tilted his head to his girlfriend. "…You AREN'T hurt, are you?"

Rex came dashing in as Penny took over watching Emerald and Mercury, taking Weiss in his arms immediately. "Weiss! You're okay, right? Those bastards didn't break anything?"

Blake and Weiss eyed one another and giggled at their boyfriend's concern. They were naïve, but that's what made them so charming. Blake leaned up to give Sun a peck on the lips. "No, Sun, we're all fine. But your concern IS touching."

Weiss kissed Rex's cheek, wrapping her arms around his neck. "Yes, it is. You boys did a great job with the entrance, by the way. Was not expecting that."

Ben sighed as Kevin and Gwen got him down as well. "Yeah well, I'm just glad you all got here when you did." He slid down and Kevin grabbed a hold of the clamp, taking it off the Omnitrix entirely. By that point, Neptune and Nora had Subdora and Neo covered, and Ren was handcuffing Khyber, with Ben pointing down to the Huntsman. "I had this guy telling me his whole life story for half an hour buying time for you guys to come and find us."

"Hey, in all fairness, we JUST got the okay to head out on the mission." Kevin revealed. "Finding you guys was the easy part."

"Yeah… plus you could've told us you were telling Grandpa about the plan, too." Gwen noted. "We got held up because of that."

Ruby scratched her head sheepishly. "Yeah, that was kinda on me. I figured that if he'd knew, it'd be a lot more help."

"Well, you were very correct, Ruby!" Penny said as she came over, hauling Emerald and Mercury with her. "After all, it probably would have taken us MUCH more time to get out here if you hadn't told Max about it. Do you realize that you guys are half way across the country in a state called…" She trailed off as she searched up the name in her databanks. "…Florida?"

Ben grimaced at that. "Oh god, they took us to FLORIDA?! Where the heck ARE we in Florida?"

"A murky swamp by the looks of things." Neptune noted.

"Oy, so we're in the Everglades, great." Ben deadpanned. "Not even in the GOOD part of Florida with all the theme parks." But then, he shook his head to get him back on track. "Oh, whatever. What about the Street Sharks? They're on board too."

"Don't worry." Gwen assured. "Rook, Winter, Vernal and Qrow are taking care of them…" She trailed off as her sights went to Emerald, who seemed stunned by the sight. Gwen smirked knowingly and placed her hands on her hips. "What's the matter, Emerald?" She rested her arm on her cousin's shoulder while Ben folded his arms triumphantly. "You seem at a loss for words right now."

Emerald's gaze was full of disbelief. This… this HAD to be wrong. "No… I… this doesn't make any sense! I heard it! I heard it ALL!" She whipped her head between the two cousins. "You guys got into an argument yesterday! I thought the two of you weren't on good terms! What the HELL is going on?!"

"Hmph, simple, really." Ben stated as the team gathered up. "That whole argument you heard? It was staged."

Gwen nodded, confirming Ben's words. "Yep, we faked it all." She pointed at Emerald and Neo. "Did you two REALLY think I wouldn't sense you guys sneaking on Ben's property? I'm an energy being who can sense people's aura from at least a mile away." Gwen couldn't help but relish at the expressions on Emerald and Neo at that moment. It was priceless. "You really ought to remember these things in the future, because that mistake cost you dearly… which is the same thing I can say if you ever decide to target Ben's house."

Khyber was brought up to his feet, now handcuffed and restrained. "But… this is cannot be! This ship is untraceable! A could hunter always hides his tracks."

"And we made CERTAIN to check all of you for communication devices!" Cinder added, now crouching next to the fallen Rojo to help her up.

"Yeah, well… you didn't think to check everywhere." Ben lifted his leg and took off his shoe, confusing and even disgusting some of the villains. "See, I don't normally keep a Plumber's badge on me. I've got the Omnitrix for that. But since the Plumbers don't have a tracker for the Omnitrix…" He pulled out a Plumber's badge from inside his shoe, one that was flashing red. "I decided to borrow one for this little stunt."

The villains all collectively dropped their jaws at what Ben had just done. "You hid that thing… in your SHOE?!" Rojo exclaimed.

Ben wore a half-wince-half smile as he slid his shoe back on. "Yep! And it hurt like hell!" He went to pass the Plumber's badge back to its rightful owner. "Here ya go, Kevin. …Kev?"

But the Osmosian only wore a disgusted expression at what he just witnessed. "Um… nuh-uh. No way am I taking that back until you've washed it THOROUGHLY, dude! If I had known THAT was where you were gonna hide it, I wouldn't have lent it to ya in the first place."

"Well, where ELSE was I suppose to keep it?" Ben pocketed the Plumber's badge with a relenting sigh. "Ugh, whatever. Point is, we've been getting sick and tired of this bad luck streak. But that's the thing about streaks; sometimes they're meant to be broken. And sometimes all you need to do that…" He reached for the Omnitrix dial, ready to transform. "Is with the best laid plans."

"Gotta say, Khyber, for the so-called "greatest huntsman in the galaxy", it's kinda sad that you didn't recognize a trap when you saw it." Yang quipped.

Khyber's scowl deepened, his rage beginning to boil over. But he kept himself restrained, keeping in mind that he still had his own hand to play. "And apparently, neither do you." He lifted his head and whistled, making Blake cry out and cover her ears once more. Before any of the heroes knew it, the remaining door came crashing down as the Buglizard bashed its way into the prison hold, letting out a burst of green smoke throughout the room.

The heroes were immediately began coughing as their eyes began to blur with tears as well, allowing some of the villains to gain an advantage and get away. Subdora disappeared and slipped from Neptune's grasp, allowing her to knock down Nora with her tail and free Neo as well. Cinder and Rojo practically blew past everyone, with the latter taking a quick detour to kick Penny right in her midsection so that she could release Emerald and Mercury. Finally, Khyber backed into the green smoke, disappearing from view all together.

"HAK-HAK! No!" Ben dialed in an alien and transformed, becoming… "Terraspin!" The Geochelone Aerio shifted into his propeller-like mode and started spinning his fins, blowing out air from the holes in his shell to clear the room. Once all of the noxious gas was gone, that left the heroes on one side of the prison… while the villains were on the other. What's more, Exo-Skull and Thunderhog had gotten up as well, and Khyber had been freed from his bonds.

"Haha! What did you think of that, fools?" Subdora boasted. "Now we can begin a PROPER battle."

"Hmph, I was hoping it wouldn't have to come to this." Ren sighed. "But, I suppose it's never that easy."

Terraspin landed on the ground, glaring at the bad guys. "Don't worry, Ren. We can still pull this off. We've got the numbers advantage."

"Yeah… but WE don't have our weapons." Blake pointed over to her team, who were indeed unarmed and not ready for combat. "The Street Sharks took them. So if we want to fight, we're gonna have to get to—"

BOOOOOOMMM!

"AAAAGH!" Everyone once again had to hold onto something as she ship was rocked by another massive explosion, and Yang was really starting to get confused by this point. "Okay, what the heck is going on?" She eyed Gwen in particular. "I thought that was YOU guys blowing crap up outside? What's happening?"

Before Gwen could answer, though, someone's phone started going off… and the sound was coming from Rojo's armor. The bounty hunter reached down and procured her phone, though one look at the Caller ID made her a bit worried. Still, she answered, putting the call on speaker. "Yeah? Dom, what's going on out there?"

"Rojo, we're REALLY in it deep out 'ere!" Dominique shouted from the other end. "We're dealin' with eight or nine different wankers an' we NEED a power boost! Tell Animo to get his ass out 'ere an' bring the Gene Slammers, NOW!"

Rojo's eyes widened, with her teammates similarly astonished while Gwen simply smirked. "W-What?! I thought you were dealing with just four of 'em! Dom, who're you being attacked by?!"

"Well, we WERE just dealin' with the fancy gal from yesterday, some Sheila in a pixie cut, a tall, blue, furry bloke, an' some ol' bastard with a giant scythe to start out with." Dom explained, which made Yang and Ruby fist bump at the news. "But THEN from outta nowhere came this tall guy with a BIG sword, a boy who I'm pretty sure is blind, a bunny girl, a Sheila with a barrette on, and… oh god! OH GOD, HE'S COMIN' BA—CCCCHHHHH!"

BOOOOOOMMM!

"Dom?! DOM!"

As Rojo shouted for her ex to respond, Team RWBY and Ben were left surprised by the very familiar descriptions that they had just heard. "Wait…" Ruby's smile widened excitedly. "Does that mean…"

Just then, Gwen's Plumber's badge started going off and she answered it with; "Talk to me, Coop!"

"Gwen, phase two of the attack is underway!" Everyone heard Cooper's voice announce over the badge, complete with the sound of gunfire in the background. "Team CFVY and I are engaging the enemy and we have our sights on Team RWBY's weapons. Tell them we'll have 'em in a little bit—"

"COOPER!" Terraspin and Team RWBY shouted collectively. "Dude, when the hell did you guys get here?!"

"Oh, hey Ben! Hey ladies." Cooper greeted back. "We got here literally about twenty minutes ago. Max asked Ironwood to send us over a bit early after telling us about the situation. Though honestly, you can thank RUBY for giving him the foresight on that one."

Ruby pumped a fist in the air victoriously. "Haha! YES! I KNEW I made the right choice doing that! Hold tight, Coop! The girls and I will be by soon to pick up our weapons!" BAM! The heroes all gasped and ducked right as Rojo blasted her weapon at them, forcing them to end the call prematurely.

"NOT gonna happen!" Rojo shouted as she, Khyber, and her fellow Ministry members started bringing out their weapons, ready for a fight. "You wanna get out there? You're gonna have to get past US first!"

"Gladly!" Weiss said, bringing her hands up and creating small glyphs in them. "I don't need my weapon to get past you. Ladies, we're gonna have to rely on our Semblances, for a while, so get ready!" Blake, Yang and Ruby all followed her example, ready to use their Semblances while the rest of the Omni-Hunters brandished their own weapons.

"Hmph! Please!" Cinder's eyes flared up with her Maiden powers as she created a gust of wind, which lifted her up in the air while elemental energy began emanating from her hands. "Like we'll even LET you get outside. You may have the numbers, but WE have more power on our side! We have SIX mutants, several well-trained combatants, the greatest huntsman this galaxy has ever seen, a ravenous alien predator that can adapt to Tennyson's transformation on a whim…" She placed a hand toward her chest. "And of course, a Maiden. How can you possibly hope to match—" CHOOOM! "GYAAAAAHH!"

From out of nowhere, a portal suddenly opened up between the heroes and villains, and a bolt of lightning came crashing through it. It struck Cinder and took her out of the air, sending her crashing to the floor with smoke wafting off her clothes. Slowly but surely, Yang, Terraspin and the rest of team RWBY smiled at the familiar black and red vortex before them, ominous, yet comforting at the same time. "Oh… you're about to find out." Yang countered.

From out of the portal stepped a familiar figure, one who loomed over Cinder menacingly as her own eyes flared with the same power as her. The Fall Maiden's eyes widened, shocked to see the woman before her. The Spring Maiden had returned.

"Hello, Cinder." Raven greeted. "I heard you kidnapped my daughter. …I take great issue with that."

…..

A/N: Haha! Yep, we've got Raven! The Spring Maiden is back and she is NOT happy that the villains kidnapped her daughter. Get ready, Cinder, because you're in for one heck of a fight. But of course, we've also heard that Cooper and Team CFVY have indeed joined Raven and came back a bit earlier than expected to help out as well, so yeah, seems like the villains have got a LOT on their plate this time around.

Also, fun fact about the rescue mission as a whole; I actually misremembered something about the episode itself and thought that Ben was found via the Omnitrix's signal… only to find out that wasn't the case when I rewatched the show, as well as when a few others informed me of said error. Thank you to those who pointed that out to me, and for helping me avoid a big mistake like that. Besides, in the end, I think it's funnier that the Ministry were outfoxed by a guy who hid a whole Plumber's badged in his shoe, hehehe…

But yeah, most of this chapter turned out to be exposition on Khyber's part, along with a bit of a flashback to a moment where Ben, Gwen and Max had unknowingly come into contact with the Nemetrix before. Sheesh, poor Phil. The man gets put into the Null Void for his crimes, adapts to living there, and then is taken for someone's demented experiments. Ain't that just a kick in the ass?

Oh, but of course, we FINALLY have the return of RATH! Yeah, been a while since we last saw him, but in all honesty, I feel like I overused Rath a bit in the first volume, so I wanted to give the transformation a chance to breeze before breaking him out again. Was it worth the wait? I personally think so. But hm… another interesting note; Jaune asked for an upgrade to his sheath/shield. What sort of upgrade COULD that be? Guess we'll just have to wait and find out.

Speaking of which; NEXT TIME! An all-out brawl ensues between the Ministry and the Omni-Hunters. Will Team RWBY get their weapons back? Will our heroes FINALLY get the big victory? Stay Tuned to find out! But remember; next chapter will be dropping on the 28th of August to coincide with the anniversary, so I'll see you then! Until then, thanks for reading everyone, and as always, stay safe out there!