The (Mis)Adventures of Team JPTR

by GenericUsername3846

You know when you have a really bad idea that seems better the more you think about it? This is one of those. Jaune Arc, Peter Parker, Ben Tennyson, and Rex Salazar together in the RWBY universe to form team J.P.T.R. And they said Infinity War was the most ambitious crossover in history. Updates will come fairly regularly if my schedule allows for it.

3. T - The Variable

I think I'm having more fun with this story than I thought I would. Normally, I get tired of writing about halfway through a chapter and have to take a break, but I finished the last one all in one setting and hopped right into this chapter afterwards. Well, not right after. First, I had to get some sleep because I stayed up all night writing Peter's chapter, then went to work, but after I blacked out for a few hours and finished my shift, I got straight to work on this one.

We're halfway finished with all the "introduction" chapters. It won't be long now before the real story begins. Though, as far as these early chapters are concerned, this one just might be the most important. What does that mean? You'll see.

I don't own RWBY, Spider-Man, any version of Ben 10, or Generator Rex.

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"Admit it Tennyson, you've already lost."

"No way dude, I'm about to hit my second wind."

"Whatever makes you feel better, just don't forget to pick up my smoothie on your way to the finish line."

It was well past midnight, and the desert highway barely had any street-lamps to illuminate the darkness. The roar of engines could be heard as two green and black sports cars tore through the empty space, so close together, the drivers could reach out and high-five if they wanted to.

It was a fairly normal occurrence. Once a week, every Friday, these same cars went through this same race. From the Bellwood exit to the dead end at the quarry, a thirty-mile track that was almost always empty at this time of night, making it perfect for races. Tonight, especially, was a particularly important race.

The loser had to buy the winner smoothies for a week. One racer had everything to gain, the other had everything to lose.

"You know, you're gonna get sick if you keep drinkin' all those smoothies, Tennyson. Why don't you lay off for a while, leave 'em to me for a bit? I'll take good care of 'em for you." The car that was more green than black was being driven by a rough-looking boy with black hair cut short in the front and left long and unkempt on the back and sides who had spent the past five minutes tossing sarcastic comments at his opponent.

"Now why would I do that Kevin? Even if I do get sick, I can always count on you to take me back for more. All it takes to fix me up is more smoothie." The opposite car, more black than green, was driven by another teenager with short, brown hair and green eyes. He looked fairly ordinary, save for his oddly unique, green jacket emblazoned with the number 10 over the left breast.

"How 'bout this Tennyson? If some cosmic force intervenes and you end up winnin' this week, if you make me spend more than a hundred bucks before next Friday, you can forget about me fixing that car for you next time you break it."

"Yeah, right. We both know you love cars too much to let one go unfixed. I don't even have to ask for you to haul it off to the garage. Face it Kevin, you're predictable."

To prove his point, the jacketed boy swerved violently to the right, beating Kevin on the turn and cutting him off. Just like the last three times, Kevin had tried to stay on the inside curve and wound up getting blocked.

"You like that?" A taunt was thrown over the lead driver's shoulder, his eyes momentarily leaving the road.

"Eyes on the road Tennyson, never know what you'll miss."

The moment his opponent's eyes left the road, Kevin peeled off to the side, slammed his gas pedal all the way down and flicked a switch on his command console. His car screamed forward as a jet of flame emerged from his exhaust pipe. The lead had been reclaimed in less than a second.

"HEY! WE AGREED ON NO MODIFICATIONS!"
"Can't hear you back there, Tennyson." Kevin was flying high, so confident in his victory, he didn't even keep his hands on the wheel, instead opting to kick back and use them as a cushion for his head to rest on. The finish line was fast approaching, and Ben was still two miles away. The winner was obvious.

As both cars came to a stop in front of the quarry, Kevin emerged from his precious vehicle and began to dramatically bow to imaginary spectators, completing his performances with mock calls of "thank you, thank you," "please, you're too kind," and "ladies, please, I'm taken."

"That's the second week in a row, Kevin. Next time you pull out some crazy boost, I'm using the Omnitrix." Naturally, his best friend was not pleased by his little surprise.

"Try it Ben, see how fast I call off the bet. It's a car race, not an alien race. I could have busted out the Techadorian mods, but I figured I'd give you a chance and stick with boring, Earth nitro. You're welcome. By the way, I prefer my smoothies at exactly 1 PM, when I'm takin' a break from workin' on my car, and never get me one of those disgusting vegetable flavors."

Despite their argument, both boys had not stopped smiling once. This was how most of their races ended. Ben could count the times he had won on the fingers of one hand. Kevin just had too much experience and too many tricks up his sleeve. Every one of Ben's victories had come from luck, like that time Kevin was unfortunate enough to drive over a nail, or when a deer jumped in front of his car.

To be truthful, they enjoyed these "arguments" almost as much as the races themselves.

"Fine, whatever, let's go." Not feeling too heartbroken about his loss, Ben climbed back into his car and led the drive back to town. Thirty minutes later, both cars were parked outside of Mr. Smoothie, their owners resting on their respective hoods with large cups in hand.

"I've eaten some nasty stuff all over the universe, but I'll never understand how you can keep those carrot smoothies down, Tennyson. I'd rather eat that gold poop than drink that garbage."

"You're just not giving it a fair chance, Kev. There's no such thing as a bad smoothie." Ben took a long sip of the viscous, orange drink, like he thought that would prove his point. It had the opposite effect however, and seeing the uncomfortably thick liquid travel through Ben's straw and into his mouth made Kevin gag. Even growing up on the streets couldn't prepare him for the abomination that was carrot-flavored smoothies. His simple, banana-flavored drink was good enough.

"So, how's Gwen? She never visits from college anymore. It's weird, only seeing her every other holiday."

"Eh, same as always. She keeps tryin' to get me to apply with her, no matter how many times I say college just ain't my thing."

"Huh. So you're not completely whipped after all." Ben teased his older friend good-heartedly, expecting a heated denial in response.

"I might be whipped, but a man's gotta have his limits. I'll sit through those nerdy conventions of hers, but no way am I spending every day at nerd central." The thuggish teen didn't even bother to pretend Ben's statement wasn't true. "If it's girlfriends you wanna talk about, you figure stuff out with Julie yet?"

Ben sighed as he heard the familiar question.

"Everyone keeps asking me the same thing. 'How're things with Julie, Ben?' 'Are you and Julie together again?' 'You should really get back with Julie.' I get it, I've tried, but she's not interested. She's fine with being friends, but going back to dating is still out of the question."

"Got it. Sorry, man." The apology was genuine. Even Kevin knew not to press too hard on this subject. Well, not any harder than he already had three months ago.

With the benefit of hindsight, Ben was willing to admit he totally deserved Julie breaking up with him a few months back. All the times he let his fame go to his head, all the times he acted like a selfish jerk, all the times he outright ignored her and did whatever he wanted. Honestly, he was surprised it took as long as it did for her to dump him. She was okay with being friends and still hung out every now and then, but she just wasn't willing to try dating again, and he couldn't really blame her. Two months ago, he'd stopped asking entirely, and just enjoyed their occasional friendly outing.

"If you're interested, I know some girls. They're pretty hot, but they might need to get some papers together before they can legally come to Earth." Feeling awkward, Kevin made what seemed to him like a kind offer. Ben actually did give a small laugh in response.

"No offense Kev, but I'm not really in the market for one of your space pirate buddies."

"Aw come on, you gotta branch out sometime. There's more to life than human women y'know. Could be more fun than you think. You ever get back into contact with Looma? She was into you, even after you turned back into… you."

"Wow. Thanks for that, Kev. And Looma seemed nice and all, but she'll probably break my spine by accident if I spend too much time with her." Ben shivered slightly at the thought of the Tetramand princess. "And don't even mention Attea! We've had way too many problems with her and her dad." As Ben threw in the addendum, Kevin slowly closed his mouth, taking back his next suggestion.

"Alright, fine. Don't say I didn't give you options. My cup's dry, so I'm gonna head back. You gonna be here all night, Tennyson?"

"Nah, I'll probably grab another drink then head home."

"Where do you get the money for all these smoothies? I know you've never worked a day in your life."

"Hero of Bellwood, dude! Free smoothies for life!" Ben declared this proudly, emphasizing his point by thrusting his empty styrofoam cup into the air.

"Then why'd you want me to pay for 'em?!"

"Bragging rights. And we both know you've got cash to burn. Why don't you buy Gwen a present now and then? Could get you some points."

"Why don't you get a girlfriend before you start giving me dating advice?"

The friendly ribbing continued with no end in sight. If the two boys were left alone, they could spend hours at each other's throats, though they rarely ever meant to truly hurt the other. Ben was just about to retaliate to Kevin's latest jab with an insult so toxic, it could strip varnish off a boat, when their conversation was brought to an abrupt end by a blue ball of light that had begun to form ten feet away.

Random balls of energy weren't a very strange sight for either of the teenagers. Seeing an unknown energy mass suddenly appear and fire small bolts of electricity in random directions was a casual Tuesday event for them.

"Place your bets, Tennyson. What've we got this time?" Kevin reached out and pressed his fingers onto his car as he tossed his empty cup across the parking lot into a trash can. His skin absorbed the metal, forming a tough shell just as green and shiny as his iconic ride.

"We haven't seen blue in a while. Usually, they're red, or yellow. I'm gonna bet… it's another one of Azmuth's runaway constructs. He loses those things every other week." Ben made his guess as he activated the Omnitrix. Green holograms flew past his eyes as he cycled through, trying to select which transformation he would use tonight. Was it a "Four-Arms" kind of night, or maybe "Jury Rigg?" Come to think of it, he hadn't used Atomix in a long time, maybe now was a good night to let him out to stretch his legs.

Before he could decide, the blue sphere dissipated, leaving a human man in its place. The man looked to be in his late thirties, and wore a simple, white lab coat over a brown suit vest, and a black tie completed the look. A set of green goggles hung loosely on his neck, and his black hair was styled in a fashion that looked like it would have been popular fifty years ago.

"Professor Paradox?" Ben lowered the Omnitrix, surprised to see his old ally.

"Oh great, this guy. Every time you show up, somethin' happens to my ride, old man. You'd better stay away from it, you hear me?" Kevin, on the other hand, did not drop his metal form, even going so far as to raise his fists in a threatening manner. The scientist did not appear the least bit threatened.

"I do apologize for the regular damage to your vehicle during our encounters, Mr. Levin, but it seems to be an unfortunately unavoidable circumstance in most cases. My advice would be to let things go and simply take life as it comes. Time is unpredictable, after all." Paradox spoke with a tone that was somehow both haughty and casual, giving the impression of a man who had seen everything, yet still behaved as though he were a normal person.

"If you break my car, you're payin' for it, Paradox. I know you've got some cash stored in that lab coat of yours."

"An interesting hypothesis, one I would be interested in testing another day, but as things are, I am already seventeen seconds behind, so that will have to wait." Impossibly, the time-hopping scientist disappeared from where he was and reappeared between Ben and Kevin, hands still clasped behind his back in a casual manner.

"My boys, I'm sure you remember your last escapade through time and space, yes?"

"Hard to say. You drag us all over the place so often, it's kinda hard to keep track of 'em all. You mean the sixth or seventh time you threw us into some apocalypse dimension?" Paradox kept his eyes focused on Ben, like he already knew Kevin's response would be a sarcastic comment.

"You don't mean there's another problem with the Omniverse, do you? Is it Maltruant again? Or did Malware find his way to Galvan Prime?"

"Oh dear me, no, nothing quite that serious. To put it simply Ben, I've observed the Omniverse for quite some time now, and I've found that nothing seems to be amiss. Vilgax will not be making moves any time soon, given his current situation. Eon is temporarily out of commission, and both Maltruant and Malware pose no threat at the moment. Simply put, everything is safe. I'm sure you've noticed that there's hardly been a real threat these past few months."

That was true enough. Ever since Vilgax's most recent defeat, nothing serious had gone down. Ben and the others used to receive distress calls every other week, going on about some universe ending threat or a giant war between two planets that would shake their respective galaxies. But, for almost four months now, the universe was quiet. Even when the plumbers put in a distress call, it was usually for something minor, like quelling a riot. Usually, they weren't even needed in those situations, they just arrived before any other plumbers could provide reinforcement aid.

Just last month, Paradox himself visited, something that usually only happened when the most severe threat was on its way, yet he had only stopped by because he, too, found there was nothing that required his attention and merely wanted a smoothie from his "favorite time period."

Ben was beginning to get worried that his final months as a sixteen year-old would pass in utter boredom. High-caliber threats like Vilgax may have been dangerous, but at least they were more fun to deal with than some trouble-maker who came to Earth just to break stuff. At this point, he'd even take another Incursean invasion, or deal with the Vreedle brothers. Hell, Dr. Psychobos, for all his insanity, would be a welcome change.

"So, even in other times and other universes, everything is calm?"

"Why're you here then? Stop by for another smoothie?" Kevin had finally dropped his metal form at some point and now stood with his arms crossed over his dirty, black t-shirt.

"Ah, that is the crux of this discussion, yes? While it is true that everything is currently calm in your timeline, other universes are not so lucky. There is one in particular I've been observing for some time now, and the situation is… undesirable. Simply put, the 'good guys' are losing. Terribly so." Both boys perked up at the eons-old scientist's cryptic message.

"What kind of world are we talking about here?" Ben was already interested just from the basic description.

"I suppose by your standards, it is almost fantasy-like. Strange creatures born of shadow stalk the lands, bringing ruin wherever they go. The locals have done their best to live in spite of them, but their ability to thrive has worn thin after thousands of years of fighting. In essence, I do believe it would solve your current problems."

"What's… our current problem?" Ben tilted his head to the side, unsure of what their long-time ally meant.

"You are terribly bored, yes? There's nothing big that requires your attention, and every problem that has arisen could have easily been dealt with by the Plumbers. In that case, why not go on a proverbial field trip? I can assure you, a few hundred trips into the immediate future have revealed little in the way of intergalactic threats. These people, unlike yours, truly do require assistance, so how about it, Benjamin Tennyson? Up for a change of pace? It will be no easy task, I assure you, though that's hardly stopped you before." Paradox's tone took on a far more casual pitch. The man had even taken to bending his right arm and placing his palm on his hip, gesturing randomly with his left hand, like an everyday citizen giving directions.

"Hm, shadow monsters, huh? Sounds like some magic stuff. It has been a while since we've run into Charmcaster, so that could be fun. What do you think, Kev?"

"I'm down. It's been way too quiet around here anyway. This won't even be a problem, we'll just do what we always do. Paradox'll beam us in, we take out whoever's in charge, and boom, we're back before morning. Gwen won't even know I was out past curfew."

"She gave you a curfew?" Ben could not hide his incredulous tone, nor the shock and humor written all over his face.

"3 AM, Tennyson. Jokes on her, I'm always in bed by 2. My baby doesn't like early morning drives." Kevin gently patted the hood of his car, like it was a delicate kitten, with a smile on his face. Ben didn't even comment on his best friend's behavior. He was used to Kevin's unnatural love for his "baby."

It did sound pretty awesome. As much as Ben tried to act mature after all the problems acting like a kid had caused him, he couldn't change how he really felt on the inside. He was playing it cool as best he could, but, internally, he was yelling and kicking his feet like a little kid at the prospect of going on another big adventure.

"You said these people are losing the fight, Paradox?"

"Indeed, my boy. Their mortal enemy continues to grow in number every day, wearing them down further. I don't like spoiling the future, but something big is coming, and if they are not provided the appropriate assistance, it is no exaggeration to say that their world is doomed. If I might be so bold, you could say they need a hero." The impossibly old professor attempted to make a joke, knowing full well how bad it was. He simply didn't care.

"... Yeah, alright. If they need help, and nothing is coming our way, then why not? I'm good to go anytime. You good, Kev?"

"Take the car too, Paradox. I'm not leaving her here." The response was immediate, the tone rock-solid. There was no doubt in Ben or Paradox's mind that Kevin truly would refuse to leave if he could not bring his car. "If we're riding into another section of the Omniverse again, you better believe I'm ridin' up in style."

"Guess I'll do the same, then. I haven't taken my car on enough trips to other realities. She needs to get out more."

"She? I taught you well Tennyson, you're soundin' more like me every day." Kevin slugged the younger boy in the shoulder, a proud, almost-fatherly mock-grin adorning his features.

"Oh god, please tell me that's not true."

"Well then, if you're both in agreement, I see no reason to put this off any longer. You do have your work cut out for you after all. Ah, I suppose I should give you these." From the inside pocket of his lab coat, Paradox drew out two rectangular devices and handed them to both boys. Kevin toyed with the strange object for a moment, realizing quickly how it was opened, revealing a transparent screen with flashing, holographic images. "You'll soon find your phones and plumber badges are useless in this world, so I thought it appropriate to secure you proper methods of communication. They're the newest model, straight from the labs of Atlas. Only the best, as they say."

"Cool. Thanks." Ben's reply was simple and curt as he slipped the device into his back pocket. Kevin only grunted as he did the same. The two teens hopped into their cars and waited for Paradox to work his magic.

"Now, a bit of instruction. While I have great confidence in your abilities, it is unlikely you will be capable of solving this world's problems right away by yourselves. Not for lack of power, but simply the specificity of the… requirements. Assuming this threat is too much to handle on your own, you are best off going to the kingdom of Vale. Find Beacon Academy and locate Headmaster Ozpin. There, you will eventually gain all you need to save this world. I've prepared mock transcripts sure to fool even the most meticulous of entrant examiners, and they have already been sent in through the mail, so you only need to show up when the term begins. I've already taken care of the rest for you. And remember, my boys, time is unpredictable. Nothing may go as you expect it to. Keep your minds open, and prepare yourselves for whatever may come." The professor's warning was as vague as ever, with a few specific instructions thrown in amid the random life advice. Typical Paradox instructions by all measures.

At least, that's what Ben and Kevin assumed was said. They had so many encounters with Paradox, they simply expected his advice to be indecipherably cryptic and only half-paid attention.

"Now then, toodle-oo."

With a snap of his fingers, Paradox created two separate orbs of blue energy that soon engulfed both cars and the boys inside. The wind picked up for a moment, causing the handful of trees planted at the corner of the Mr. Smoothie parking lot to bend slightly, only to suddenly return to normal as the orbs disappeared, leaving only empty space in the parking lot. The time-walker was left alone on the stretch of concrete.

"Oh, dear me, I forgot to offer them gumballs."

?:

"WHERE'S MY RIDE, PARADOX!?"

A fury-filled shout tore through the sky. So ferocious and animalistic in nature, it seemed to shake the Earth for a brief moment. Kevin was positively fuming. He stomped all around, completely ignoring Ben's attempts to calm him down as he absorbed the nearest solid object he could find, a massive red crystal, and began indiscriminately smashing his feet into the ground and punching apart the many dead trees in the area.

"PARADOX!? GET OUT HERE RIGHT NOW! WHERE'D YOU TAKE MY RIDE!?"

Indeed, while both boys were together, free of harm, neither of the two-tone cars were anywhere to be seen. A quick look around revealed no clues as to their whereabouts. Nothing was here except dead trees, giant purple and red crystals growing out of the ground, and blackened hills of dead soil. The whole environment looked dead. Even the sky was completely covered by unpleasant, dark purple clouds, and blackened lightning split the sky every few seconds.

"This place looks worse than a planet that got the Incursean treatment. No wonder Paradox sent us here. Can people even live in this place?" Ben pondered aloud, looking for anything that might tell them something useful. "Hey Kev, what do you think-"

"RRRRAAAAAAAAAAGGGGHHHHHHH!" Another rage-filled scream split the air, forcing Ben to cover his ears, sighing deeply at his friend's temper. Kevin slumped forward, arms dangling down, breathing deeply. He seemed to have finally exhausted himself after stomping dozens of holes into the earth and breaking roughly thirteen trees in half with his fists. The red armor he gained from absorbing the crystal left him as he stood there panting.

"... So what do you think, Kevin?" Ben asked again, his tone exactly the same as it was the first time he asked, like nothing had happened between then and now.

"Can it, Tennyson. I'm dealin' with a crisis here. My ride's out there somewhere, all alone. Who knows what some thug could be doing to her right now, without me there to protect her? I'd never forgive myself if I let some dude take her from me." Kevin seemed genuinely distraught, sounding like he was on the verge of tears.

"We're still talking about cars, right?"

"CAN IT, TENNYSON!"

Sighing once more, Ben turned to the Omnitrix, popping the front cover open to pull up a playlist of aliens.

"If you're not gonna help, I'll look around on my own. It should just take a quick look with Jetray to learn everything I need to…"

Hearing Ben's words die in his throat, Kevin sent a curious glance his way.

"What's up Tennyson? Forget how to use it?"

"... Everything is gone, Kevin."

"What?!" Even while recovering from his frenzied outburst, the thuggish teen still found it in him to muster a shocked reply, hurrying over to see for himself.
"All my playlists, they're gone. I've only got this one. It won't let me access the others."

As Ben said, none of his numerous playlists were available to him. He could not switch between groupings of his aliens. This one, single playlist of ten aliens was all he had.

"I don't get it. What happened!? Why is this all there is!?" Ben desperately fiddled with the hologram and the Omnitrix itself, trying in vain to get the display to change. The wheel displaying ten different icons remained the same.

"Man, even for me, Azmuth's tech is pretty complicated. Maybe Paradox's energy field overloaded its processors, so it can't handle any changes right now? It's probably frozen on whatever playlist you used last before he sent us here."

"Great. I've barely got access to anybody here. This better be enough to handle whatever's going on."

Ben heaved the deepest sigh his lungs had ever produced and carefully observed the transformations available to him.

"Okay, it could be worse. These guys aren't my favorites, but at least they aren't totally useless. I've got fliers, I've got muscle, and I've got firepower. It's alright, I can still work with this."

Ben internally attempted to convince himself that everything would be fine, when a beeping noise pulled him from his thoughts. The usually green lights of the Omnitrix were flashing yellow, and an automated recording that sounded like a robotic version of his own voice began speaking.

"UNKNOWN DNA SAMPLE LOCATED. SAMPLE NOT PRESENT WITHIN OMNITRIX, FURTHER STUDY REQUIRED TO GENERATE TRANSFORMATION FUNCTIONS."

"New stuff even here, huh? Look at you Tennyson, branchin' out all over the Omniverse." Kevin shivered. "Now that's definitely a scary thought."

Ben was about to bite back, but was interrupted by what sounded like a wolf howling. Whipping around, the boys saw a wolf-like creature standing on two legs at the peak of a nearby hill. It looked like some kind of werewolf, with glowing red eyes and black fur almost completely covered in thick, bone-like armor dotted with spikes. It glared down at the boy with nothing but hatred in its eyes.

"That's what we're dealin' with? He doesn't look so tough." Kevin was unimpressed as he returned to the crystal, absorbing it and turning red once more.

"Just let me scan it before you run it off, alright?" Ben was well aware that the werewolf-like creature had begun its rapid descent down the hill, but he felt no imminent need to transform, instead opting to remind his friend to not be too hasty.

"Sure, Tennyson. Just keep up." Kevin did not wait for his partner, charging forward to meet the werewolf halfway. Cocking a fist back, Kevin ducked under a massive horizontally swiping claw and slugged the creature directly in the face. Bits of armor shattered, leaving the right side of its face exposed, and a few of its teeth were launched from its body. The impact of the blow rattled the strange monster as it was knocked to the ground, struggling to get to its feet after taking such a heavy hit. Ben took the opportunity to run and scan it, yellow light from the Omnitrix washing over the creature.

"NEW DNA SAMPLE ACQUIRED. Running Diagnostics." The robotic voice notified its user of the scan's success, returning the Omnitrix to its usual shade of green.

"Well that was-" Kevin was cut off as the werewolf leaped off the ground and tackled him to the floor with a whump sound. Before Kevin could react, the creature opened its mouth and attempted to sink its remaining teeth into his flesh, but, thanks to the extra defense afforded by the crystal, it only succeeded in breaking more of its teeth on Kevin's hardened stomach. Seeing an opportunity, Kevin planted a foot on its massive chest and shoved it back a few feet before slugging it again, this time with his left fist. The monster went flying as the other side of its bone helmet shattered, revealing its entire face.

Even still, whatever this creature was, it was remarkably resilient. After a few head shakes, it already was beginning to stand back up, ready to flee. This was not a fight it could handle alone. It would be better to gather more pack members and return en masse. The intelligence afforded to it after living for nearly a century made it capable of simple plans such as this.

However, as it turned to leave, it heard an angry shout.

"Oh no, you're not goin' anywhere!"

Turning quickly, the injured monster saw Kevin leaping through the air, fists clasped together over his head. A claw was raised to defend itself, but Kevin's sheer body weight and enhanced strength allowed him to smash straight through the claw, his fists slamming into its exposed head and reducing it to a caved-in mess. The now-headless creature collapsed to the ground, arms falling uselessly at its sides.

"Way to hold back Kev. Did you really have to hit it that hard?" Ben, who had watched the brief exchange from the sidelines, commented offhandedly.

"Shut it, Tennyson. Not my fault it's so squishy without the armor." Kevin was about to shake the nasty black liquid off his hands, but this quickly proved unnecessary, as it, along with the creature's body, dissipated into ash only seconds later.

"... Huh. Neat." Kevin's reaction was much like his tone. Bored.

"Guess it really was magic, then. Charmcaster's rock monsters do something pretty similar." Ben tried to observe the remains of the creature before it completely vanished, but he wasn't able to learn anything he hadn't already figured out. It seemed the Omnitrix was the best option.
"Omnitrix, finished with the sample yet?"

"SAMPLE HAS BEEN ANALYZED. NEW TRANSFORMATION UNLOCKED."

The scroll wheel popped up, displaying the icons for the available transformations. The wheel flipped over to its opposite side, revealing a mostly empty wheel with a single icon at the very top, displaying an image of a feral wolf. Ben went to touch it when the Omnitrix spoke again.

"WARNING! WARNING! SAMPLE CONTAINS POTENTIALLY DANGEROUS DNA. USER IS ADVISED NOT TO ASSUME FORM OF MOST RECENT ADDITION TO OMNITRIX DATABANKS. USER MAY EXPERIENCE NEGATIVE EFFECTS TO PHYSICAL AND MENTAL HEALTH FOLLOWING TRANSFORMATION."

"What's it mean by that?" Kevin seemed to think Ben wasn't as clueless as he was. In all their time together, neither of the boys could remember the Omnitrix ever directly advising against transforming into something, except for maybe Alien X.

"I'm… not sure. Omnitrix, what do you mean by 'negative health effects?"

"ANALYZING… SAMPLE CONTAINS UNKNOWN MATTER, UNKNOWN BIOLOGY, and IRREGULAR CELL BEHAVIOR. SCANNED SUBJECT WAS UNLIKE OTHER MEMBERS OF ITS SPECIES, AN IRREGULARITY AMONG IRREGULARS. ASSUMING TRANSFORMATION MAY RESULT IN FITS OF VIOLENCE AND IRRATIONAL BEHAVIOR, AND MAY LEAVE LASTING TISSUE DAMAGE FOLLOWING DEACTIVATION." The Omnitrix said no more.

"... So, this transformation could hurt me?"
"I wanna know what it meant when it said that thing was different from the rest of its species. Why's that matter?" Kevin was equally confused, trying to work through the Omnitrix's obscure warning.

"... I should probably avoid this one for now. Whatever, we'll worry about it later. Let's go Kevin, we need to figure out where we are."

Leaving the issue for a later discussion, the two heroes decided to pick a random direction and walk. As they went, the environment stayed much the same, but the creatures they encountered were the same. Every time they met a new one, the Omnitrix again notified Ben it could scan for a new sample, but the same obscure warning followed every time. Whether it was a giant bear, a scorpion, a crow, some kind of strange, two-legged creature with no eyes, even a giant gorilla-looking monster. Every single one was scanned, and they all came with the same warning against transforming.

The most annoying part was that Ben could not help with any of the fights. Every time the Omnitrix wanted to scan new data, the transformation function locked down. Every time the scan finally finished, Kevin had either managed to defeat the creature by himself, or, in the crow's case, it managed to escape. Kevin had struggled at first, especially when the bird monster fired a storm of razor sharp feathers at him, but he managed to bring it down by throwing a tree like a javelin through its wing. Ben managed to scan it, but the armored bird was able to tear the tree from its wing with its beak and escape before Kevin could finish it off.

"Isn't this kind of weird?" Ben posed the question as he observed his second, rapidly-filling playlist, now bearing six icons.

"What do you mean?"

"Why did I only have access to one playlist before, but the Omnitrix can still make a whole new one? Why are the others still locked? Well, that's one thing, but also, isn't their behavior kind of weird? Paradox talked about them like they were mindless creatures that only knew how to kill, but most of them have actually tried to run away. I'm pretty sure that gorilla thing a while back was even calling for help before you smashed its head in." Nothing about all this was adding up for Ben. The Omnitrix was behaving strangely in more ways than one, and there were no obvious clues as to why.

Kevin looked uncharacteristically thoughtful as he pondered the matter.

"... Hm. The watch said all of 'em were different from the rest of their species, right? Maybe they… Ben? You seeing this?" Kevin stopped dead in his tracks, staring in slight surprise at a shape on the far horizon. There, amidst the dark clouds, was a castle. It was massive, reaching easily as high as the Empire State Building. Built of dark stone and surrounded by storm clouds, it was the dictionary definition of a final boss's lair. Ben would know, he had played hundreds of video games.

"That definitely looks like the place to be. Think whoever's making these things is in there?"

"They better be. I'm tired of walkin'. The sooner we beat up whoever's in there, the sooner Paradox'll come back so I can throttle him for sendin' my car somewhere else."

The hero duo padded ever closer to the castle, expecting more and more resistance, but none came. There were definitely creatures, they could see them all around. Watching from the hills, from the sky, observing, but not advancing. Dozens of the armored creatures joined the watchers over time, but they, too, did nothing but watch. Ben and Kevin were aware of this and kept their guards up. Not once did Kevin drop his crystal shell, and Ben kept his hand over the Omnitrix at all times. Outnumbered by such a huge margin, neither wanted to give the horde a reason to charge.

Ben glanced at the enormous, black castle. He couldn't see any signs of life, no movement in the windows, no lonely princesses alone on the balconies, nothing. That, combined with the mass of shadow monsters doing nothing but watching them made him feel greatly uncomfortable.

"Think they just wanna invite us in to talk?"
"When have we ever gotten that lucky, Tennyson?"

Even now, when there was only half a mile between them and the gates, not a single creature came forward to challenge them. That, however, was pushed to the backs of their minds as a new question came forth when they padded to the top of a small hill, a question that answered itself almost immediately as they stared down at the scene before them.

Scattered around the castle were pools of pitch black liquid, completely still, not a single ripple marring their surfaces despite the blowing wind. From their position at the crest of the hill, Ben and Kevin had the perfect view to survey each of the numerous liquid pools. They were both about to ask the other what they thought when the largest pool began to ripple and bubble, before a giant claw broke through the surface, dripping with black liquid. It slammed itself down on the ground, muscles tensing as the arm's owner emerged slowly from the pool.

It looked like the first creature they had encountered in this place, the werewolf, only… different. It had no bone armor, and it was much smaller. Compared to the armored, shipping crate-sized monster, this one had nothing but its fur and was barely the size of a pickup truck.

Furthermore, unlike all the creatures that had done nothing but observe until now, this creature, upon noticing them, wasted no time barreling forward, howling at its newfound prey. Ben made to change forms, but Kevin beat him to it, crashing his fist into the newborn monster's skull, shattering it into pieces.

"Come on man, at least let me have one. You've gotten all of them to yourself!" Ben whined in a pathetic voice.

"Not my problem, Tennyson. Think of it as payback for all the times you go Humungosaur and clear everyone out by yourself."

For what felt like the thousandth time today, Ben heaved a sigh. It was only then, as he glanced at the evaporating remnants of the wolf monster, that a thought struck him. He turned all around, looking at every creature that had surrounded him and Kevin up to this point. For nearly two miles, they had been followed, but even now, as they numbered nearly two-hundred strong, they still did nothing but watch. Not a single one was out of place, or even made any noise.

Every one of them was of very large size, and possessed thick, bone-like armor, just like the ones he had scanned.

"... Kevin, you know how the Omnitrix said the ones we scanned were different from the others of their species?"

"Yeah, why?"

"... Don't those armored ones seem smarter to you?"

Kevin took a curious glance around, coming to the conclusion in his mind that Ben was right, however much that thought made him feel uncomfortable.

"These armored ones… the Omnitrix can only transform me into sentient life. If it's something without real intelligence, only basic emotions, it doesn't work. Khyber had to design his own version of the Omnitrix to use those less intelligent aliens. These guys… they tried to run, they called for help, but that one…"

"It went straight at us. Didn't hold back or nothin', just charged straight at the first thing it saw." Kevin, too, looked thoughtful, putting the pieces together on his own. "Maybe those guys back there have enough intelligence to count as sentient, but the Omnitrix can't tell their DNA from these ones. If you transform into one…"

"The Omnitrix might get confused, mix up its data, and throw some new variable into the mix. I still don't really get these things. They disappear, just like Charmcaster's minions, but I could never scan those. They're just magic constructs. What makes these guys different?" Ben sent yet another clueless look at the Omnitrix, hoping it would chime in and affirm his suspicions.

"What's going on in all that circuitry of yours?"

"Rather astute observations. For those who seem unfamiliar with the Grimm, your deductions are remarkably spot on. It seems I made the right choice holding them back." There was a new voice. It was cold, harsh, grating, as though ice itself was given a voice to speak those words.
The two boys whirled around, ready to face whoever was there. It was a woman, standing alone barely twenty feet away. She wore an oversized black dress that dragged on the ground behind her, like a wedding dress. Her skin was bleached totally white, save for the black veins running across her face and exposed hands. Her eyes were a deep red, and her white hair was tied up in a large bun, 6 ornate metal pins holding it together. It was unclear how long she had been there, or how she had arrived here in the first place. Neither of the boys had heard a single sound to alert them of her presence until she announced herself.

Every nerve in Ben's body sent the same message to his brain. This woman was extremely dangerous. Just by being near her, the air felt colder. The hair on his arms and the back of his neck stood on end and, without realizing, his breath had hitched and grown slightly faster.

"Hey there. This your castle? Real nice, got a good edgy teenager feel to it. I know some kids who would love this place." Kevin did not seem to share Ben's feelings, and carelessly taunted the newcomer.

"I admit, I don't care for it much. It serves its purpose, nothing more. You would know about serving purpose would you not, you tools of the gods." Starting out calm, the woman grew more angry as she spoke, ending her sentence in an animalistic snarl as she spat out the word "gods." Despite the anger bleeding into her voice, her expression remained calm and collected.

"Uh, I'm not really sure what you're talking about lady. I think I would've remembered meeting a god." Ben stepped up next, trying to remain a bit more civil than Kevin.

"Do not lie to me, child. I see everything in the Grimmlands. I watched you emerge, on a heaven-sent orb of light. Tell me, have the gods returned? Do they bore of watching my war with Ozma? They always did grow tired of their own games far too easily. I assume you are here to start anew, to begin whatever new game they have in mind?" The woman was in her own world, saying things that made no sense.

"... Right, that. Um, again, not sure what gods you're talking about, but they didn't send us. We don't know anybody named Ozma, and we definitely don't have a … 'game' planned. All we want to know is if you made these… Grimm." Ben slipped his hands behind his back, popping the Omnitrix cover and holding a finger over a random icon.

"... Of course you would not admit it so easily. They always loved their mind games, their trickery, to watch my suffering as they tormented me further and further. Deny it all you like, child, but I know more of magic than any other being on this planet, and you," A pale, white finger was pointed directly at Ben. "Reek of it."

"What? I don't… Grandma Vera. Why do you only come up when it causes trouble for me?" The realization brought with it a new sense of exasperation.

"Good enough for me. She's definitely the one. Let's pound her and get home before Gwen finds out we left." Without waiting for Ben, Kevin crashed his fists together and charged the woman. She made no moves, save for turning her outstretched finger in Kevin's direction. As he fell within striking distance, raising an arm to smash his fist into her face, her expression remained coldly neutral.
"Away from me, godly filth."

A bolt of energy fired from the tip of her finger, slamming into Kevin's chest and sending him flying all the way back to Ben. Groaning in pain, he coughed a few times and ran a hand over his chest. His crystal armor had cracked open, a gaping hole revealing his bare chest.

"I see no reason for them to send agents now, of all times. If they know as much as they pretend to, they should be well aware that I am mere months away from bringing all of this to an end. Knowing them, that is precisely why they sent you. They fear my success, despise the very notion of their own defeat. Their precious champions falling at my feet is something they will never allow to happen." The pale woman continued talking. It was looking more and more like she was talking at the boys rather than to them.

"You okay, Kevin?" Ben grabbed hold of his partner's shoulder and helped him to his feet.

"Fine. You gonna transform, or do I have to do this myself?"

"None of these guys are really my first choice here, so… given the circumstances, I guess this one'll have to do." Pouring over his painfully limited options, Ben selected the icon that he felt calling to him, a large, bloated face with small eyes.

Slamming down the dial of his watch, Ben's body began to change. The whole process lasted for less than a second, but it always seemed to take much longer. Thankfully, this transformation wasn't as intensive as most of the others. As a green explosion of light engulfed Ben, his muscles began to swell, pushing at his skin until it ballooned to impossible proportions, his bone density increasing with his muscle mass as thick, yellow armor plates formed all along his back.
When the green light died down, the human boy was gone. In his place stood a rotund creature with a mostly white body, save for a few black lines along the top of his head and around his arms, and thick yellow plates of armor covered its back, arms, and hips. A green hourglass symbol, identical to the Omnitrix, adorned its chest.

"Haven't pulled Cannonbolt out in a while. Let's see if I've still got the moves." The deep-voiced creature wiggled its long claws in front of its face like it was testing them.

To be honest, Cannonbolt was not Ben's first choice. He would have much rather preferred Diamondhead or Swampfire, or maybe Humungosaur, just in case all those Grimm surrounding them decided to advance, but none of those three were in the limited selection allowed to him by the Omnitrix. It was a shame, seeing as they were some of his favorites. In terms of raw, physical power, Cannonbolt was the best option he had for this situation.

If the unknown woman was surprised by the sudden transformation, she did not show it. Even when the foreign being rolled into a ball and rotated itself fast enough to dig a rut into the ground, she showed no changes in behavior.

"Of course, your true form would be this grotesque. It is little surprise, an agent of the gods showing himself for the abomination he is." Her cold words dripped with hatred. Whatever beef she had with the gods, it was obviously born from a long history between them.

Suddenly, the physics-defying sphere rocketed forward, zooming straight towards the woman. It seemed that any moment now, her body would be crushed by the oncoming projectile, but, just as before, she merely raised a hand, this time firing a larger beam from the palm of her hand. It struck the flying orb dead-on, and it was sent rocketing back to its starting point. Smashing into the ground hard enough to form a divot, the ball unfurled and the vulnerable alien placed a hand on its face, groaning slightly.

"I grow tired of this. Your presence is nothing but an insult. Did they truly think this would be enough to stop me? I have lived too long and made too many plans to allow it all to stop here because of two insignificant-!"

Criick!

An uncomfortable, snapping noise filled the open field as the woman's head was violently struck from behind. Her skull twisted almost all the way around, her neck obviously shattered as she crumpled to the ground like a puppet whose strings had been cut. Standing behind her was none other than Kevin.

"Thanks for the distraction, Tennyson. She was so busy talking, she didn't even see me come up behind her." Cloaked in his red shell, the older boy offered a hand to his fallen partner, who deactivated his transformation, assuming the appearance of his normal, human self. Together, they went to observe their fallen assailant.

"You didn't… kill her did you?"

"Not on purpose. She spent all that time talkin' herself up, I figured she'd be a little tougher. Guess not." Kevin shrugged noncommittally.

Ben felt uneasy. He wasn't totally averse to killing, hell, he had killed multiple times. Even when he was only ten years old, he'd had no problem tearing apart the Tick that had come to suck the Earth dry, and he had tried to kill Vilgax multiple times. Still, he always preferred to talk first, then restrain, and, if it came to it, kill. They… may have skipped a few steps this time. [1]

"So, now what?"

"I dunno. Shouldn't Paradox be comin' to pick us up? We're finished here, ain't we?"

"No, we are nowhere near finished." The sudden interruption caused the cautious duo to jump back reflexively from the fallen body. The injury the woman had sustained was most definitely fatal, yet she stood up like it was nothing, her head twisting back to its proper place.

"Perhaps I misjudged you. Foolish, the brothers may be, but even they are not so dull to send clueless children such as yourselves." Neither of the boys could make a move before the woman threw out both her hands, firing electricity from both palms and ensnaring them. The two teens were lifted slightly off the ground as the multi-colored lightning coursed through their bodies, causing tremendous pain. "Of course, that leaves me with new questions. Who and what are you, and why have you come here?"

Ben tried to move his right hand over to the Omnitrix, but it was impossible with electricity coursing through his body.

"Thanks a lot Omnitrix, I really could have used Terraspin right about now!" The magic-countering, turtle-like alien was not one Ben used often, but if this woman really was fighting with magic, he would have been an invaluable asset. The Omnitrix seemed rather unwilling to cooperate, and had locked yet another highly useful transformation out of Ben's reach.

Aside from their grunts of pain, the deathly-white shadow of a woman received no answers to her questions. In response to the relative silence, she thrusted her hands towards the Earth, slamming the boys face-first into the ground.
"I do not like to repeat myself. Who are you and why have you come to the Grimmlands? Might you be prospective Huntsmen, too far from home? Or are you more of Ozma's pathetic agents?" Not once since she appeared had the woman lost her icy demeanor. Now was no different, as she gazed down at the struggling boys with such a sheer lack of any sort of emotion, it felt like they were insects being glared at by a slightly inconvenienced human.

"I don't… got nothin'... to say to you!" Unlike Ben, Kevin still possessed some degree of protection, courtesy of his red crystal armor. Slowly but surely, he struggled against the lightning, forcing himself to his feet and hobbling towards his captor at a snail's pace.

"A noble effort, but a feeble one." It took only a flick of her fingers to increase the multi-colored lightning's intensity, creating a small explosion on Kevin's exposed chest and blasting him back down into the ground. "One way or another, you will speak. Your hearts are not as steeled as you believe, your wills not as iron-forged as you hope. Ozma should have known it would not be so simple to rid this world of me."

Stomach-down on the ground, head turned sideways, Ben could not see the unbothered woman, but what he could see was the approaching mass of Grimm. As if they shared one mind, they had all begun padding forward at an even pace. With his ear pressed to the ground, he could hear and feel footfalls in every direction. They were being closed in, and they still had no sure way out of this.

"Look… lady," Ben tried once again to communicate, but speaking was difficult with lightning lancing through his nerves. "We don't… know any Ozma… we don't… know anybody. We came… on… our own."

"We don't even… know who you are." Kevin chimed in, able to face the witch from his position on his back. He could see her eyes narrow in scrutiny, weighing every word carefully in her mind.

"Your words do not seem dishonest, though there is little reason to believe you so easily. There will be plenty of time to get my answers later, but I suppose I shall deign to offer a single answer to you." Lifting both hands, Ben and Kevin were pulled from the ground and over to the uncaring she-demon, hovering upright above the ground so close they could have reached out and touched her. "You stand before Salem, the Grimm queen."

It was only then, as they finally received a name for their assailant, that Ben finally put every piece of the puzzle together. The unfathomably large Grimm horde, Salem's powerful abilities, and earlier, when she most definitely should have died. All of it clicked together as he remembered the information he had brushed off, assuming it would be the usual, cryptic Paradox speech.

"While I have great confidence in your abilities, it is unlikely you will be capable of solving this world's problems right away by yourselves. Not for lack of power, but simply the specificity of the… requirements."

"... We can't win this. It doesn't matter how hard we hit her, she'll just keep getting up."

They needed an out, right now. There was obviously no winning this fight as they were, and no workable advantage would present itself even if they stayed. The best possible option was to get the hell out of there, get as far as possible as fast as possible, and then… and then…

"Assuming this threat is too much to handle on your own, you are best off going to the kingdom of Vale. Find Beacon Academy and locate Headmaster Ozpin. There, you will eventually gain all you need to save this world."

"... Move. Move Ben, move right now. If you don't do something, this'll all be for nothing. Throw a rock, kick your feet, do something!"

"The Grimm queen? That a real title, or are you just tryin' to sound cool?" Kevin appeared to have grown somewhat accustomed to the pain of the electricity, now able to speak without pausing. Salem boredly turned to him, her attention removed from Ben.

The opportunity was clear. He couldn't touch the ground, and with his body locked up, the most he could do was gently brush his hand against Salem's face. The best possible option was to go for the Omnitrix.

It was slow. So, painfully slow, as he forced his arm to comply, inching his right hand ever closer to his last hope. Steeling his will, all the electricity this witch could muster would not be able to stop Ben's last grasp at salvation. He would not allow the pain to stop him, for his own body to prevent him from pulling this off. As long as Kevin kept Salem's attention with his sarcastic remarks, there was still time.

It felt like hours had passed when Ben's fingers finally brushed against the watch. A massive grin spread across his face as he popped the rotator dial up. The loud, electronic noise immediately drew Salem's attention. There was no time to be picky. Whatever was there would have to do. Whatever was there would be all he needed, or so Ben told himself as he made his choice and slammed the dial.

The following explosion of green light caught Salem off guard, forcing her to shield her eyes and release her prisoners. When the light died down, she expected to see the hideous, cartoonish creature again. Instead, she found herself greeted by the sight of a winged, moth-like humanoid with black and blue skin, and green compound eyes. She rarely felt anything anymore, but even her dead skin felt chilled so close to this strange being.

"Big Chill? Nice pull, Omnitrix." That deep, gravelly voice might have unnerved a lesser being, but Salem would not be put off by such a meager magic trick. Raising both hands, she prepared to once again trap the intruders in a prison of lightning. She did not, however, expect for the new creature to turn transparent and phase straight through her attack. The ancient witch did not have time to do anything else before a freezing mist poured from the transparent being's mouth, freezing her in a block of ice.

At the sight of their queen being subdued in such a way, the surrounding Grimm grew enraged and charged at their creator's attackers, no longer bound by her command to do nothing but observe.

"Kevin, time to go." The mothman hovered over to the slightly singed Kevin, grabbing hold of his shoulders and pulling him to his feet.

"What're you talkin' about Tennyson? We can take 'em, we just gotta clear these guys out, and-" Kevin's defiant argument died in his throat when he saw the ice prison encasing Salem was already beginning to crack, the witch's fury emanating through the solid mass and hitting him like a truck. Even frozen, her eyes somehow appeared to narrow even further, the rage flashing in her eyes finally betraying her true emotions.

"There's nothing we can do here. We've got to go, now." Big Chill took off into the sky, carrying Kevin in his arms, hearing the resounding sound of shattering ice soon after. The hundreds of Grimm that had surrounded them were left behind far below, but a handful of crow monsters remained to give chase.

Not wanting a fight to interrupt their escape, it was far simpler for the freezing alien to turn Kevin and himself intangible, passing straight through any and all attacks, freezing the flying Grimms' wings as they attempted to swat the pair out of the sky.

Not once did they turn back, flying in a straight line, unsure of where they were even going, only knowing that it was away from Salem. For now, that was good enough.

Dozens of flying Grimm came, hoping to tear apart their queen's attackers, but they met the same fate as their predecessors the moment they touched the frozen shadow of an alien, their feathers freezing together instantly, followed by a timely plummet down to Earth. Soon enough, they stopped coming altogether.

An hour after that, the pair finally stopped flying over land, and found the sea. Still, they did not stop. Ben flew straight over the water, hoping they would find new land sometime before the Omnitrix ran out of power.

"Tennyson, what's the plan here? You better have something more than just running away." Kevin's tone was cross. Spending the past hour with two clawed hands wrapped around his chest was hardly the most comfortable experience, and the fresh memory of running away from their fight was severely hurting his pride.

They had barely even paid attention to their surroundings up to this point. It hadn't taken long for them to realize it would just be the same dead, depressing environment no matter where they looked. This whole time, they merely kept their eyes forward, hoping a more pleasant sight would reveal itself. The open ocean, dark though it was, was a welcome change from the dead soil, even if the water was murky and blackened.

"Remember what Paradox told us? We're supposed to find someplace called Beacon academy. Some guy named Ozpin will give us… something… that'll help us defeat Salem." The raspy voice of Big Chill sounded more than a little unsure.

"Uh-huh. And how do you know we're going the right way?"

"..."

"For all we know, we're flyin' the long way around the world, across open ocean. We're screwed if the watch dies on us."

"... I know. Don't remind me."

The pair flew on in silence, gazing out at the endless waves. If nothing else, they could take comfort in the fact that the world itself was growing brighter. Those Grimmlands, as Salem called them, had been so dark and depressing. Not even a mile out on the sea, the world was growing shinier, brighter. The waves turned from a murky grey to clear blue, the air no longer felt suffocating and musky, and the previously dark purple clouds were gradually changing to a natural shade of white. It was nice to see that the entire world wasn't as bad as that miserable place.

The silence continued for another two hours, as the world steadily grew brighter with the rising sun.

"... Man, Gwen's definitely gonna kill us." Kevin groaned pitifully as he realized his hopes of returning before a new day came were dashed. He feared the wrath of his girlfriend, suddenly regretting not giving her a call before they left.

5 Hours Later:

By some godly miracle, the Omnitrix had yet to time out yet. Maybe, with most of its functions shut off, it was better able to conserve power and could last longer between recharges. Whatever the case, Ben wasn't complaining. Not about that, anyway, but he was most definitely complaining about their current situation.

He was so incredibly tired. After gliding for so long while carrying the bulky mass that was Kevin, it felt like his wings would fall off at any moment. Every few seconds, his head drooped down, only to be quickly picked back up as he fought off the exhaustion. What he would have given for Jetray right now. This flight would have ended hours ago if he'd had access to the warp speed alien. Due to the unforeseen circumstances of Paradox's reality warping, Big Chill was his fastest flier capable of carrying Kevin.

"Kev… you still awake?" Ben was not deaf, he knew the answer to that question. The annoyingly loud snoring answered it for him. Despite all his complaints about being uncomfortable, Kevin had fallen asleep remarkably easily. Ben wished that he could also… also…

…

"WHAT'RE YOU DOIN', TENNYSON!?" An angry roar tore Ben from his dream-like state. In his exhaustion, he passed out for a few seconds, long enough to drop down to sea level and drag Kevin's unconscious body through the freezing ocean water.

"Sorry, I'm a little tired after flying you around all night. Maybe lay off the calories."

"Like I'll take diet advice from a guy who drinks a hundred smoothies every week." Kevin looked down at himself in disgust. Everything up to his neckline had been completely submerged, and already he was shivering. Patting himself dry as best he could, Kevin felt himself being raised and lowered as Ben continued to black out and wake himself up. Suppressing his annoyance, Kevin set his sights forward, hoping it wouldn't be long before all this water finally turned to…

"Yo, Tennyson! Wake up, there's land!" Reaching a dripping wet hand up, Kevin slapped the mothman's face, shocking him out of his droopy state of exhaustion.

"Whazzat!?" Ben was so out of it, he wasn't even making words anymore.

"Eyes up dweeb, check the horizon."

Indeed, there was a clearly visible silhouette in the distance. It was hard to tell from this distance, but there were definitely ships out on the water, and buildings on the shore beyond them.

Exhaustion forgotten, Ben surged forward with new energy ready to finally set foot on solid ground and rest his tired body. Closer and closer they got, the silhouette taking on an ever clearer form. The vague building-like shapes took individual form. The boys could pick out warehouses, apartment complexes, and large, yellow cranes. So close now, just another five minutes, and-

Beep, beep, bee-ee-ee-eep!

Right at the finish line, the normally green Omnitrix symbol located on Big Chill's chest began to flash red and produce an awful, stress-inducing noise.

"... I really hate your watch."

"... Me too."

With one final beep, an explosion of red light engulfed the pair, and two human boys fell into the ocean.

Mainland:

"... I don't believe this." Kevin could not decide if he should be positively overjoyed or positively furious. He and Ben had just climbed out of the ocean, dragging their bodies from the water and flopping onto the concrete dock. There was a warehouse to their right and to the left, the dock continued on, forming a path back to the city.

There was only one reason for these confusing feelings.
His soaking wet clothes? No, he had already forgotten that. The twenty-minute swim he'd had to undergo to escape the ocean's clutches? That was barely a warm-up compared to Plumber training.

The cause for his conflicted emotions was the sight of two side-by-side cars right in front of them, both decorated with green and black paint. They were parked carefully between two shipping crates, an obviously hand-made sign reading "Reserved Parking" hanging nearby.

"He left them here, huh? Better than dumping them with Salem, right? We would've had to leave them there if that's where they ended up." Ben, exhausted and drenched, tried to look at the positives. He went straight for his car, fully prepared to crawl into the backseat and spend the next thirteen hours hibernating. Reaching for the driver's side door handle, his attention was grabbed by a piece of paper wedged under one of his windshield wipers. "From Prof. P" was written at the top.

"Kevin, come take a look at this." Ben called his equally tired partner over, pulling the lined notebook paper out from under the wiper and flipping it over, revealing a terribly long note, which he read aloud for Kevin.

Good day boys, it would seem you've managed to survive the most dangerous destination Remnant has to offer. I apologize for making you start your journey in such a place, but I know you too well, Benjamin. Had I left you anywhere else, you would have charged straight to the Grimmlands the moment you learned the slightest bit of information about it. Thus, I found it prudent to allow you to begin your journey there and see for yourself exactly what you are dealing with. I had the utmost faith you would escape unharmed, and find your way to this place. A master of time always plans for everything, you know. I assume, now, you understand just how important it will be to enlist Headmaster Ozpin's aid? Worry not, assuming I've calculated your time of arrival, physical wellbeing, and lack of major injuries with perfect accuracy, as usual, you should have no problems arriving. Your vehicles have been completely refueled, courtesy of yours truly, and there are maps in your glove compartments explaining exactly how to reach Beacon from your current location. Ah, but you will be requiring modifications if you wish to continue using these vehicles once the tanks are empty, seeing as how the people of Remnant have based all their technology around their own crutch resource, which you'll learn all about very soon.

That's all for now boys. Do drive safely now. It simply would not do if this world's heroes were to pass away after falling asleep at the wheel.

And fret not, I left both of you plenty of gumballs.

True to the note's word, Ben could see a brown lunch bag resting in his passenger seat, presumably filled with the aforementioned snack. An identical bag was nestled comfortably in the passenger seat of Kevin's car.

Both boys regarded the note carefully, rereading it again to make sure they had not overlooked something important, and…

Silently agreed to worry about it later. They were both too tired to think straight. Sleep came first, then they could reread the note again when their mental states were sound. Ben folded the note up and shoved it into his jacket's inside pocket, then opened his car's rear driver-side door.

"Night, Kev."

"Night, Tennyson."

No further words were exchanged as the exhausted heroes slumped across the back seats of their respective cars, passing out immediately.

75 Miles Later:

Cannonbolt, Big Chill, Feedback, Water Hazard, Upgrade, Jury Rigg, XLR8, Echo Echo, Lodestar, and Pesky Dust.

Save for his newly acquired Grimm forms - which he was in absolutely no rush to test out - that was all Ben had.
Some, like Echo Echo, Big Chill, and Lodestar, were some of his favorites and would surely serve him well, but…

"When was the last time I even used Water Hazard? No Four-Arms, no Chromastone, no real muscle besides Cannonbolt. And then there's you… Pesky Dust." Pure contempt was the only accurate description of Ben's tone as he said the wimpy alien's name. He loathed that lame little fairy. Its abilities might have been powerful, but he just couldn't ever get over how stupid it made him look. There was a reason he vowed to never use it unless absolutely necessary.

"Whatever, I'll worry about that later. We've got bigger problems here." Casting aside his personal grievances with the feminine alien, Ben once again began to feel sorry for himself as he pored over his painfully limited selection.

"I don't have any real tanks, but Feedback and Water Hazard are still pretty strong. I don't have a high-speed flier, but Big Chill can bring plenty of power. Upgrade and Jury Rigg will be useful for any new tech we find, and I guess Lodestar is always good to have. It's okay. It's not my first pick, but I can work with this."

Ben dropped his left arm, slumping back in the driver's seat of his car, no longer thinking about anything specific. A tapping at his window loudly disturbed his peaceful moment of thought. Kevin was waiting outside with his arms crossed.

"Remind me again why we're here?" Ben asked for the hundredth time as he stepped out of his stylized sports car. They were not at Beacon, but rather some kind of nightlife district.

After waking up from their intense power nap session which had lasted a grand total of fifteen hours, the pair of teens had read the note one final time, retrieved their provided maps, and driven straight to the city of Vale. Fortunately, Ben's flight path had landed them on the correct continent, in a comparably much smaller city built along the sea. A day of driving inland to the East was all it took to reach the capital city. Locating Beacon did not take long, considering how massive the central tower was. From what could be seen of the school from outside, it reminded Ben of the magic school from those wizard movies Gwen loved so much.

Taking Paradox's statement, "all you have to do is show up" literally, they had gone straight to the school, eager to meet this Headmaster Ozpin and question him about everything they had seen in the Grimmlands…

Only to realize they had arrived at Vale deep in the night, and the school gates were shut. It probably wasn't open anyway, considering the term had yet to start, according to some locals they had questioned. The current plan was to check again around noon tomorrow, and return every day afterwards if the gates remained closed, over and over until the term started soon.. For now, they agreed to pull into an empty parking lot and crash in their backseats for the night.

…

… They had agreed… to pull into an empty parking lot and crash in the backseats for the night.

So why had Kevin led them to this nightlife district, oversaturated with nightclubs and neon signs that made Ben's eyes hurt?

"I used to go clubbing all the time back before I started dating Gwen. We're in a whole other reality, no better time to sneak off to a club than now, right? Come on Tennyson, it's time we put some hair on your chest." Kevin wore an undeservedly prideful smirk, like he was some older brother who had just taught his sibling the secret to being a man.

Ben was not impressed.

"Dude, I'm tired. Can't we do this tomorrow night? And I'm only sixteen, they probably won't let me into any clubs. I don't even have an ID here, and neither do you."

"Tennyson, Tennyson, you worry too much. You're rollin' with the master of nightclub life, here. Trust me, I can get us into any club, any time. Let's go, I want to see if this place has anywhere worth checkin' out."

Once again, Ben sighed deeply, but he couldn't hide the smile on his face. Clubbing with Kevin did sound pretty fun, especially after the hell they'd been through just yesterday. Maybe some time to relax before they met up with Ozpin was exactly what they needed.

"How did you even know where to find this place? We've never been in this world before, let alone this city."

"A true man of the night always knows." Kevin responded sagely. "Where there's lovely ladies to be found, Kevin Levin is never far behind."

"Oh yeah, I'm sure the ladies will be all over you with that big hole in your shirt." Ben jabbed a finger at Kevin's black t-shirt, the top half of which was almost entirely gone, courtesy of Salem's lightning blast. It made for an odd look, between his unkempt, slightly long hair, the padlock necklace, and the shredded t-shirt with a gaping hole revealing nearly the entirety of his chest. The striped, grey long-sleeve worn under his black shirt just made his exposed chest feel even stranger.

"Don't hate on the hole, Tennyson. The ladies dig guys who aren't afraid to show 'em how good they look. Gimme five minutes on the dance floor, they'll be all over me."

"I'm telling Gwen."

"Ah, relax, Tennyson. Those club girls ain't gonna make it past first base." Kevin snorted at Ben's rapid, canned response, one he had heard many times in many situations.

The pair had only made it about a block down the road by now.

"Well, o master of the night? Find anything that catches the eye?" Ben put on a haughty accent, addressing Kevin like he was some kind of connoisseur.

"Eh, not feelin' it so far. Anybody can put up a neon sign, some pin-up posters, and hire some barkers. Nothin' here's got any substance." Kevin clasped two fingers together in a strange gesture, sounding more serious about this topic than he had been during the confrontation with Salem. "There's gotta be someplace with somethin' special, some kinda pull factor. I'm talkin' somethin' that'll really pull you in the second you see it, like some kinda-'

CRUNCH!

The horrible sound of rending metal, followed less than a second later by an earth-shaking impact assaulted Ben and Kevin's ears. The sound had come from directly behind them, and the nightclub connoisseur had a terrible feeling. He felt as if he could already predict exactly what had happened. It was for that reason, he was afraid to turn around, afraid of the familiar sight he would be greeted with.

"Tennyson… I can't do it. You gotta look for me." Kevin pathetically reached out and grabbed Ben's shoulder, his downturned, dark-circled eyes pleading.

Already in the act of turning around anyway, Ben took in the sight before him. A large, smoldering chunk of stone, like a piece that had broken off from a building during an explosion, had somehow been launched down the street and landed directly on Kevin's car, flattening it into the pavement. Nothing else in the area had been damaged at all, as far as Ben could tell. Even the street was spared from any cracks, protected from the heavy impact by the car's heroic sacrifice.

"Yeah, sorry Kevin." No further explanation was required. Kevin felt like crying as he reluctantly turned around and basked in the misery that was his first love beaten into the pavement.

"Why is it always my car!?" The thuggish teen moaned pitifully.

Like the universe itself wanted to spite Kevin even further, a second, even larger stone sailed into the street from high above, landing directly on top of the first and flattening it even further. Once again, absolutely nothing was damaged except for Kevin's ride.

"... WHY!?" Came the furious, mournful shout soon after. The danger level was critical. Intervention was absolutely necessary before disaster became unavoidable.

"H-hey, it's alright Kev! Maybe you can still salvage the parts once we move the rubble off it. Just think of the repair job waiting for you, all the work you can do to make it even better! You love doing that, right? As long as the frame is still there, you might be able to-"

BOOM!

"... Never mind." Even Ben could not put a positive spin on the muffled explosion from underneath the two large chunks of rubble. It didn't matter what he said or did, there was no stopping what was about to happen.

"Ten-ny-son…" Every syllable of Ben's name was enunciated slowly and separately. Kevin's tone was filled with so much rage, Vilgax himself would have taken an involuntary step back out of fear. His oil-stained hands were knotted into claws and veins popped out of his forehead as the unfortunate boy took in what remained of his precious car. Slowly, calmly, he walked over to Ben's perfectly undamaged car and placed a single hand on the roof, absorbing the green-painted metal until his body was covered in an identically colored, metallic shell.

"Heads… are gonna… roll!" The words were said with so much fury, Ben would not be surprised to learn that Kevin had been possessed by some kind of spirit of vengeance. So intense was Kevin's rage, that the irate victim of the universe's cruelty failed to notice the third stone hurtling towards him, this one somehow on fire.

3 Hours Later:

"I swear, I'm gonna kill whoever's responsible for this, Tennyson. Nobody hurts my baby and gets away with it." Even now, Kevin continued to quietly seethe at the interrogation table. The momentary distraction of Peter's aura - or whatever he called it - over and done with, Kevin went back to planning all the ways he would torture the unforgivable murderer when he found out who was responsible wounding his precious love.

"No killing anybody. We're already in enough trouble as it is, we don't need more problems to deal with." Ben leaned back carelessly in his chair, bored out of his mind waiting for somebody to show up.

"So, Rex, how've you been? It's been a while since I last saw you. You get everything with the nanites figured out?"

"Eh, kind of yes, kind of no. Let's just say it's sort of been solved, but there's still a few problems left to deal with." The goggled teen gave the simplest response possible to avoid an overly long retelling of events. It was nice to see Ben again after so long, but the mood was a bit sour, given the circumstances. They could only muster up so much energy when sharing a dark interrogation room lit by a single lamp.

While the other three talked amongst themselves, Peter had taken to consoling Jaune, who was not any closer to calming down.

"You just need to breathe, Jaune. I keep telling you, everything'll be fine. If we just explain what happened, they'll understand and we'll all walk out of here with no problems.

"Right. No problems. Ha-ha, absolutely no problems at all." Jaune just couldn't find it in himself to put on a brave face. Everybody kept saying to calm down, to just relax and explain everything. If only it were that simple. The very idea that everything could be ruined in the span of a few minutes was just too stress-inducing for the anxious blonde. He wasn't used to this kind of pressure.

All conversation amongst the group ended abruptly as the doorknob leading to the outside hallway jiggled slightly. This was it then. However this night was going to end, it would undoubtedly end soon.

.

.

.

I had some problems with Ben. I had to argue with myself a lot, with stuff like "Okay, I like the character design for Ben in Alien Force and Ultimate Alien more than I like his Omniverse design, and the Ultimates are a really cool concept that I could expand on more than the show did, but I also want to include some Omniverse aliens because there were some pretty dope ones in there." Then I thought, why not just mix them? If I like the AF/UA character design the most, use it, and if I wanted to have ultimates and Omniverse aliens… just do both. Why not, right? For various reasons, no ultimates will be appearing anytime soon, mostly because I think I've found a pretty good way to actually implement it, but that'll come up later.

Kevin is pretty much the same. I actually liked his design in Omniverse, so I decided to go with that one. I don't know, it just looks more interesting than the AF/UA design in my opinion.

I made plans way back when I formed the idea for this story about where everyone should go. Peter starting in Menagerie was by far, the easiest decision, and, no spoilers for Rex's location, but his was also pretty easy. Ben, I had to do a bit of thinking before I settled on the Grimmlands. It just made sense to me, somehow, like it was the only logical place for him to go, mainly because it'd be too easy to drop him right in Vale, and I don't know a whole lot about Mistral and Vacuo aside from their climate. Plus, it felt like an interesting idea to have at least one member of team JPTR know about Salem right from the start, even if he knows very, very little.

As for Grimm transformations, I wanted to do something different. I've read a few Ben 10/RWBY crossovers, and this subject is usually pretty cut and dry, either "Ben can scan and use Grimm forms with zero issue or explanation" or "Ben never even thinks about scanning them, and it's not an option in the first place." Those are fine and all, but I wanted to do something more with it. It seemed like a waste to not provide him with the ability to assume Grimm forms, but it also felt wrong to let him change into something with no proper intelligence, thoughts, or even really innards (aside from black goo) without some kind of drawback, especially considering they're literally the antithesis to life itself and are made, not born. You'll see what exactly those "negative effects" are on a later date.

[1]: I love the Ultimate Kevin Arc, really, I do. Kevin's design after absorbing the Ultimatrix was cool as hell, and he genuinely felt like an unstoppable threat. That being said, I hated Ben. Not because he was so ready to kill Kevin, not because he went totally all in on it right from the start, no, no, no. I hated it because the writers made it seem like what was wrong wasn't Ben trying to kill his friend, but that Ben was going to kill, period, like he'd never done or tried to do something like that before. Ben kills all the time. There are a thousand possible examples of this. As a 10 year-old, dude was putting plenty of his enemies on t-shirts, the Tick just being one example. Remember that episode of Alien Force, "Primus," where Ben straight up drops Vilgax into the green goo, the same goo Vilgax held him, Gwen, and Kevin over a second ago, threatening to kill them? Murder was 100% planned there, Ben ran straight for the switch to drop the platform and everything. Vilgax just got lucky it wasn't lethal for him. My point is, Ben definitely doesn't actively seek to kill, but he has no problems with doing it if he has to. The problem is that Man of Action chickened out as time went on and tried to pretend all that stuff never happened. I still love all the shows, it just annoys me when I read stories where Ben is written like the very idea of killing gives him a mental breakdown. Go back and watch every episode of every different series, and just watch how many fodder aliens Ben deletes off the census.

Rants aside, that's the J, P, and T of JPTR down, all that's left is Rex's chapter. Then, finally, we can really get started.

Thank you for taking the time to read, and please do leave a review.

Aren signing off.