Ben 10 RWBY Volume 2: Ultimate Omniverse

by The Omni-Remnant

Having returned from a massive adventure in the world of Remnant, Ben, Team RWBY, and the rest of their friends find themselves faced with new challenges at every turn on Earth. Be it villains old and new… or even things that they never imagined to be real. It's going to be a challenge unlike any they've seen before, but they're up for it. It's Hero Time! (Cover Art credit inside)

85. Malware's Revenge

A/N: Hey there, everybody! Welcome back to Ben 10 RWBY and the second of this three-part Season 4 opener! Things are gonna be really ramping up in this chapter, I can tell you that right now… with certain characters possibly receiving more focus than others, but to be honest, I had always planned it this way. Next chapter we should be seeing a better balance, but until then, let's get into it, shall we?

Oh, and as of last weekend, Happy Year of the Dragon to all! Trust me, there's gonna be plenty of dragon-related content in this season, so keep an eye out. Okay, let's go! This is…

Chapter 84: Malware's Revenge

…..

Gwen's mind was racing as she practically charged through the vortex bringing her and her friends back to Earth. Her cousin getting teleported off world by Azmuth was one thing, but the fact that the Galvan had taken HALF of the team and Raven along with him meant that SOMETHING had to be up. And she had a feeling she knew what it was. Of course, she wasn't alone as she made it to the other side, now back in Plumber HQ. Kevin and Hope had returned with her, of course, but in addition, they had also brought Cooper and Team CFVY along with them. Caesar would've tagged along, but he said he had a few things in the lab to collect first so he could bring them to Earth and work on them there.

When they arrived in the lab, they were immediately met by Team JNPR, Neptune, Max and Luhley, the latter operating the Dimensional Doorway. Also gathered in the room were Six, Manny, Helen, and even Swift, the Aerophibian pacing back and forth with a worried expression. "Grandpa." Gwen started, her and Kevin walking over to Max. "Have there been any updates? Any attempts to contact Galvan Prime?"

"All attempts at calling Azmuth aren't working." Max shook his head. "I'm afraid there might be some signal jamming going on…"

"That tracks." Kevin nodded. "Whatever's goin' on over there, nobody wants anyone to figure it out. Cutting off communications is a smart move."

Cooper came forward next, briefly giving Manny and Helen a nod before voicing his own question. "But who would attack Galvan Prime? It has one of the most top of the line security systems in the galaxy, no one could hope to get past it."

Gwen gave him a serious look. "No one… except for maybe one individual."

Max grimaced at the mention. "…Malware."

"Malware?" Coco piped up, placing a hand on her hip. "You mean the guy that forced one of Ben's own aliens outta him? I thought you said he bit the dust?"

"We thought so, too." Gwen sighed. "But apparently, he managed to survive that encounter."

Kevin crossed his arms, his brow furrowing in thought. "Last we saw him, he was hijacking the computer in Rook's Proto-TRUK, almost like he was keen on stealin' some info." He directed his sights over to Cooper. "All Plumber ships have Galvan security codes built in, right?"

"…Oh god." Cooper lowered his head. "This is terrible." However, he balled a fist at his side, putting on a determined gaze. "Well, we know what we've gotta do, then. We head to Galvan, back Ben and the others up, and bring down Malware."

But Hope raised a hand to him. "Slow down. It's not just Malware, after all. He's allied himself not just with the hunter that's been hunting Ben down this past month, but also the Ministry itself." Her attention shifted out toward the main Omni-Hunter team, all of whom seemed just as determined as Cooper. "Of course, I know you guys are keen on helping the others, too, but we need to go in with a plan of attack."

It was at that point that Luhley herself piped up. "Exactly. Malware is not your run-of-the-mill Mechamorph." she stressed. "He's an arrogant, spiteful one who's capable of absorbing any and ALL technology. …And that includes your weaponry. You would be taking a very big chance in going to confront him."

Team JNPR and Neptune eyed one another, only for them to share an affirming nod. Jaune stepped forward, raising his own fist. "Well, I know that Ben wouldn't want us to just sit on our hands and wait." the blonde knight asserted. "That's not what a hero does."

"Yeah! A real hero doesn't just sit on the sidelines!" Nora supported, raising her hammer into the air. "If there's one thing that Ben's taught us, it's that heroes do what needs to be done to beat the bad guys!"

"No matter the cost." Pyrrha added. "It's a mentality that every good hero… and Huntsman should have."

"We're going." Ren put simply. "No arguments."

Neptune pointed up toward the ceiling. "Yeah, I mean, if MONKEY KING was confident enough to jump after them, then why shouldn't we, right?"

The news took the new arrivals aback… especially Cooper and Team CFVY. "W-Wait, hold up… the Monkey King?" Cooper whirled around toward Gwen and the others. "As in "Sun Wu Kong" HIMSELF?! You didn't mention HIM!"

"Ah, hehe… yeah, that was meant to be a surprise." Gwen said sheepishly. "I mean, where do you think we got the Dragon Scale and Pheonix Feather from?"

Velvet let out a breath and gave a light chuckle. "Hehe… wow, you guys really are a magnet for gods, aren't you?"

"Still kinda salty we missed the whole thing with Thor, honestly." Fox commented before smacking his hands together. "SO! When do we leave?"

"Now hold on." Six inserted himself into the conversation. "Remember what Hope said, we can't be too hasty here. Remember, we still need operatives here to protect the planet." He scanned his eyes across Team CFVY before stopping at Cooper. "And I was hoping that you all could remain here with Manny and Helen to do so. After all, Cooper, I doubt your abilities would be very affective against Malware."

The blonde genius wore a knowing smile. "Well… maybe, but I've also got something new up my—" But before he could reach for his new Driver, a realization hit him at the same time. "Oh… wait, no, that's technology, too." He brought his hand back to his side with a frustrated scowl. "And if Malware absorbed that… that'd be incredibly terrible."

Coco went up and rubbed his shoulder comfortingly. "Don't worry, Tech Head. I'm sure you'll have another opportunity to show off your work soon enough." She nudged her chin toward Six. "Until then, we'll stick around and keep watch in case anything happens on Terra Firma."

"Good, I was hoping that'd be the case." Six then directed his attention to a certain pacing Aerophibian. "Swift."

"AH! Huh?!" Whirling around, Swift met Six's gaze, snapping; "What?!"

"…I know you're worried about Ilia." Six stated with a stern yet understanding tone. "But please, take a deep breath, sit down, and calm yourself. I'm certain that she'll be fine."

Swift pursed her lips, glaring at Six with her fists shaking at her sides. Seeing this, Gwen went up to the hybrid girl and placed a hand on her shoulder. "Swift, we'll get them all back, Ilia included. I promise." She motioned for her to take a deep breath. "Breathe in… breathe out."

Following her lead, Swift let out a massive sigh and hung her head low, reaching out and putting her own hand to Gwen's shoulder as well. "…Thank you, Gwen. I… I-I'm sorry, I just—"

"Believe me, I understand how you feel." Gwen assured with a sympathetic smile. "You wish you could do more, but can't right now…" Her eyes trailed down to Swift's foot, seeing that the anklet was back on. The sight of it frustrated Gwen a bit, but she had a feeling it would be the case. 'I know not everyone can get off scot-free, but hopefully Ben at least put in a good word for her.' All the same, she brought her eyes back to Swift's. "But we'll get her back. You can count on it."

Hearing that, Coco strolled up and stood next to the two, lowering her sunglasses so she could look Swift directly in the eye. "So, Swift, Gwen tells me that you and Ilia finally took the big step. Congrats!" The statement earned a round of congratulatory praise from the rest of Team CFVY as well, making Swift blush a bit.

"Oh… stop." she rubbed her neck sheepishly. "It's no biggie."

"No biggie?" Cooper reiterated. "Gwen said Ilia confessed to you on top of the Eiffel-freaking-Tower! That's a MASSIVE biggie."

As Swift tried to fend off the team who wanted to know more, Manny and Helen approached Gwen, Kevin and the others. "Hah, well, best of luck, I guess." Manny piped up first, crossing his four arms. "Kinda wish we could get in on the action a bit, but I get you guys need people here to hold the line."

Kevin nudged the Tetramand hybrid with his elbow. "Ah, don't worry. I'm sure you guys'll get in on the action… soon." However, Kevin's voice was lost in his throat when he saw the dagger-shooting glare that Manny was giving him, and he slowly realized; "…You're still mad about the whole engagement thing, aren't ya?"

"Big time." Manny spat.

"Okay, okay, I get the picture." Kevin raised his hands and backed away… only for Coco to pop up over his shoulder with a curious face.

"Hm? Engagement? What engagement—AAH!" The fashionista gasped as she put two and two together, looking to Manny with a sly grin. "Oh, Manny, Manny! I had a feeling you got ladies' attention with those guns of yours, but I didn't think you'd end up engaged already! Congrats!"

A wince made its way onto Manny's features, quickly trying to clear things up. "N-Now hold on, i-it's not—"

But Velvet hopped in with her own supportive cheer as well. "Oh, yes, congratulations! You must be so excited!"

"Quite the opposite, actually." Manny grumbled under his breath. "L-Listen, can we just NOT talk about this right now? Especially since we've got more IMPORTANT things to cover?"

Helen nodded firmly in agreement. "Manny's right. Him being a husband-to-be aside, you guys still have to get to Galvan and help the others…" The Kineceleran girl swiveled around on her wheels toward Neptune, the duo locking their sights on one another. "…And I want you to be safe while you're up there, understand?"

"Completely." Neptune assured, reaching out and giving her hand a soft squeeze. "We ALL will, I promise." He made sure to give her a wink as well. "And once we kick Malware's butt for good, we'll come back and make a party out of it."

Gwen, however, was quick to bring Neptune's expectations down. "Don't make promises like that too soon, Neptune. Remember; Malware is a threat that must be taken seriously. If he can survive the Omnitrix overloading him at the molecular level, then who knows what else he can live through?"

Kevin cleared his throat, getting back on track. "Right. So we know what we've gotta do and where we've gotta go. What're we waitin' around here for, then?"

Raising a single finger, Max answered for him. "We're actually waiting on—" *Zzzrkt* The sound of automatic doors opening on the other side of the room caught everybody's attention, leading Max to point his finger over there. "…Them."

Through the door came the entire Saturday family, with Doc and Drew leading the way. At first, Cooper and Team CFVY didn't think anything of it… but then they saw the Cryptids trailing behind along with Zak, and their jaws collectively dropped. "…What?" Yatsuhashi uttered.

"I have no idea, Yatsu." Coco admitted, staring at the smoking wolf the size of a car. "I have absolutely NO idea."

"Doc! Drew!" Gwen beamed as the family gathered around. "And Zak! Glad to see you could make it."

"Heh, you kidding? We wouldn't miss out on this." Zak said proudly, spinning his Claw around and propping it against his shoulder. He then noticed Cooper and Team CFVY gawking at the lot of them, to which he sent a salute. "'Sup?"

However, after the EVA unit in his ear finished describing what was in front of him, Fox's eyes widened and he thrust a finger at Zak. "W-We should be asking YOU that! What the hell is up with the giant wolf, the lizard, weird bird-thing and the walking shag carpet?!"

Fiskerton seemed to take issue with that, growling and skulking up right into Fox's face. "GREH! GRRR…"

"Woah, woah, Fisk, calm down!" Zak stood between his brother and Fox, trying to deescalate things. "I-I'm sure he didn't mean it!" He glanced past his shoulder to Fox with a stern stare, whispering; "Say that you didn't mean it!"

"U-Uh, yeah!" the blind Huntsman waved his hands up at the Lemurian. "I-I didn't mean it, big guy. I-I just—I've got this thing in my ear that describes things to me and I-I kinda just freaked out!" At the explanation, Fiskerton made a confused sound, which prompted Fox to clarify further; "Yeah, I've got this ADA unit in my ear that makes it so that I know what's going on around me. See, I'm blind, so I need some help with that sorta stuff. And my little helper kinda just kinda labelled you guys as giant monsters…"

Pursing her lips, Yatsu came up and tapped the side of Fox's head, much to his annoyance. "That makes sense. ADA hasn't even SEEN creatures like this before. They're not as scary as she's making them out to be, though." All the same, he set his sights back toward Zak, tilting his head up to him curiously. "But who exactly are you all anyway?"

At first taken aback by the young man's surprising height, Zak quickly collected himself and answered with a stammer; "W-Well, uh, we're the Saturdays! I'm Zak. These are Fisk, Zon, Komodo and Smokey. They're Cryptids, by the way, NOT monsters." After gesturing to each of his Cryptid siblings, he shifted gears toward his parents. "And over there are my mom and dad."

"Hello." Doc waved first. "Doc Saturday."

"And I'm Drew." the white-haired woman said next. "You must be this "Team CFVY" we've heard so much about."

That took Velvet by surprise. "Wow! How'd you guess?"

Drew sent a wink toward them. "Your color scheme is kind of a dead giveaway, honestly." However, it was then that she felt a set of eyes staring straight at her, bringing her own gaze toward Coco, who quickly hid her eyes behind her sunglasses. "Hm? Something the matter, young lady?"

"Nope, nothin' wrong here!" Coco denied, putting on a confident smile. "Pleasure to meet ya, Saturdays." She briefly glanced back over to Gwen. "So, these are the people you've been tellin' us about, huh?"

"That's them." Gwen confirmed. "They're Cryptid researchers. More specifically, they're Secret Scientists. People who're in charge of keeping some of the world's most well-kept secrets… well, a secret."

Velvet cautiously stepped over toward the group of Cryptids, though they all seemed relatively calm. The only one who seemed even remotely scary was Komodo, and even then, he didn't make any move to attack her when she got close. The first one to greet her, though, was Zon, who gave a friendly shriek and nudged her head against her arm. "O-Oh! Well, hello to you, too!" Velvet reciprocated the affection with some head scratches. "You're very friendly!"

Doc chuckled at the sight. "Haha, yep, Zon's the friendly one in our family."

All of a sudden, Coco went up to Zak, taking him off guard when she poked his chest. "And you! You must be the boy that Ruby's been talkin' about."

Zak's eyes nearly bulged out of his head. "I-I-I—Wait, wha—hold on, what about me does she talk about?"

"Oh, all SORTS of things." Coco smirked knowingly. "Sounds like you're the life of the party. I can appreciate that."

"Ah, I-I… hah." Zak's cheeks flushed red a little as he rubbed his neck. "Sh-She really said that about me?"

"AHEM." Six piped up, hoping to get things back on track. "Can we focus, please?" Everyone's attention was brought to him as he shifted his own focus over to the Saturday patriarch. "Doc, you mentioned you and your family had every intention on going up into space to help, correct?"

Doc gave a single nod. "That's right. We've talked it over and decided that we want in on this." He craned his head back to his wife and kids, who all nodded back to him. "Ben, Team RWBY and the others have already done so much to help us… it's time that we return the favor."

Reaching behind her, Drew withdrew her Flame Sword, bringing the tip of the blade firmly down against the ground. "Right. If what we've been told about this Malware is accurate, then we're more than willing to help."

"Just point us in the right direction." Zak twirled his Claw around and gave a thumbs up. "We'll help finish the job."

"Well, the right direction is up there." Kevin emphasized while pointing up to the ceiling. "We've gotta get off world pronto, so if we're all done talkin', let's get to the walkin'."

Luhley interjected into the conversation. "Or more accurately; "flying"." She activated her jetpack and gestured for the team to follow her toward the door of her lab. "Come on, everyone. It's time we depart for Galvan Prime."

Cooper let out a disappointed sigh, but nonetheless, extended his hand out to Kevin. "Well, guess that's that. Best of luck, guys. We'll hold the line."

"Thanks, man." Kevin reciprocated. "And don't worry, I'm sure you'll get the chance to show EVERYONE what you can do when we get back."

Gwen gave the genius a thumbs up. "Yeah. Our hard work won't go to waste. Until then…" She nodded over to her fellow mage. "You guys will keep the planet safe. I'm sure of it."

"Of course, we will." Hope reached out and pat her redheaded friend on the shoulder. "Now go, your cousin needs you."

"She's right. Good luck, guys." With a final nod, Cooper watched as the Omni-Hunters and the Saturdays went, leaving him, Team CFVY, Hope, Manny, Helen and Six in the lab. However, he couldn't help but notice that Coco was jittering in place next to him, which brought a knowing smile to the young man's face. "…Hah, go head, say it." he encouraged his girlfriend. "You'll feel better."

With that, Coco let out a primal scream and fell to her knees, slamming her fists against the floor. "GYAAAAAH! GODDAMN IT!" Manny, Helen and Six backed away in surprise, not expecting the reaction… though not as much as they were expecting the next words out of her mouth; "Why couldn't WE go with the hot momma?! WHY?!"

The Plumber duo and Providence agent all deadpanned at that. "…Oh my god." Helen uttered. "Is she serious?"

"Pretty sure she is." Hope mumbled back.

Velvet and her teammates, however, were less surprised. "You'd be surprised how down bad Coco can be when she chooses to wear it on her sleeve." the bunny girl assured.

"Man… well, okay, I mean, I get it." Manny nodded. "Drew is super fine. But I don't know if THIS level of drama is necessary—"

"It is PERFECTLY necessary!" Coco snapped up to her feet, pointing at Manny and taking his off guard. "But of course, you would say that, Mr. Engaged! You're already spoken for!"

"W-Wha—SO ARE YOU!" Manny thrust his hand out to Cooper. "You're already in a relationship!"

Coco placed her hands on her hips. "Yeah, well, there's a difference…" She then wrapped her arms around Cooper with a proud smile. "Cooper and I BOTH look at women respectfully… in every which way you can imagine. Don't we, Tech Head?"

Manny and the others wore incredulous expressions at that, though Cooper just took it in stride. "Hey, she gave me permission to do so. And honestly, we've found that we share a LOT of similar tastes." He placed an arm over Coco's shoulders as everyone simply gawked at them. "If anything, it's made our relationship even stronger."

After a long, shocked pause, Six pinched the bridge of his nose. "Dear god, I can't believe I'm hearing this right now. Come on, Qrow's waiting for us upstairs."

Meanwhile, the Omni-Hunters, Max, Luhley and the Saturdays all charged through the halls of Plumber HQ, making their way down to the hangar bay. "Okay, so we get to the Rustbucket 3 and get going." Kevin stated. "But even then, though, it'll take us about an hour or more to get there at top speed. What're we supposed to do, hope everyone will hold out until we get there?"

"Oh-ho, Kevin…" Max chuckled as he and Luhley suddenly banked right down a different hall, taking the Osmosian and others by surprise. "We're not taking the Rustbucket 3."

"W-Wait, what?" Gwen uttered. "Then what ARE we taking?" The group stopped in front of the east hangar bay entrance, where Max input a code to raise the door. "Grandpa, the RB3's the fastest ship we got!"

"Correction; WAS the fastest." Luhley piped up as the door rose for them. "Now… it is the second fastest."

Max's smirk increased as they walked in… where a massive ship awaited them. "Yep. 'Cause you can't get much faster than the speed of light."

As the group marveled at the new ship, however, one thing became apparent; they'd have one more passenger accompanying them. Up above the bridge of the vessel, a certain chimp sat, reclining as he waited for them. "Hah, 'bout time ya showed up." Bobo sat up and jerked a thumb over his shoulder. "Well, whaddya waitin' for? An invitation? C'mon, the Chief's waitin' on us, so get the lead out!"

"On our way." Max affirmed, taking the keys to the ship out of his pocket and throwing them to the most obvious pilot. "Kevin, you're flying."

Kevin couldn't help the big, dumb grin that he wore, which only increased the moment he hit the key fob's button and made the craft's headlights turn on. "Oh… I'm SO gonna enjoy this." He nodded toward the team, beckoning them to follow. "C'mon, let's go help our friends!"

…..

Meanwhile, on Galvan Prime, things weren't going so well, to say the least. The other half of the Omni-Hunter team had just witnessed something so dreadful that it left most of them speechless. Galvan's moon… had just blown up. An inhabited moon filled with Mechamorphs. Unfortunately, as worried as they were for the people up there, they had more pressing matters as the effects of the explosion were felt almost immediately. The explosion's sound alone made everybody's ears ring with white noise, but even more pressing was the concussive wave of force that whipped up dust and water all across the planet's surface… including in the city they were all in.

Hoping that he could be heard, the Monkey King was set to do his thing. "EVERYONE! GET BEHIND ME!" he shouted at the top of his lungs, leaping in front of the team to stamp his staff into the ground. Beneath everyone, a large glyph with Chinese letterings appeared, and before long, a golden forcefield was erected, protecting them from the wave.

Once the blast was over, Wu Kong dispersed the forcefield, revealing that the city was still standing for the most part. All the same, everyone was still feeling the affects of what had happened. "Gah! Anyone ELSE hear about a million little bells?!" Yang shouted.

"Yeah, an exploding moon'll do that to ya." Wu Kong said as he rubbed his pinky finger inside his ear. "Haven't seen one of THOSE in a while."

"In a while?" Weiss reiterated.

"Tell ya later." The Monkey King asserted, peering down toward Azmuth. "Right now, I guess it's safe to assume this is the work of that "Malware" guy, right?"

Sun craned his head up to the shattered moon. It was a sight that many of the Remnant natives were used to, though in this case, it didn't offer them much comfort. "So, wait… if Malware was on the moon when it blew, problem solved! …Right?"

But Ben shook his head. "No. When it come to Malware, getting rid of him is never that easy."

"Correct." Azmuth confirmed with a displeased countenance. "If I had to guess, he used the Helix to destabilize Galvan B himself. Meaning…"

"They're gone." Penny spoke up with a disheartened expression as she stared up at the shattered moon. "I… I felt it. Every single last one." She reached a hand up and clenched her chest while tears began to streak down her cheeks. "And… before I could even meet a single one of them. The Mechamorphs, he… h-he KILLED them ALL!"

Ruby was taken aback as Penny clenched her teeth, seeing a range of sorrowful emotions dance across her features. "Penny…"

Azmuth went up to the redhead, placing a hand on her leg. "Beyond that, my dear, I fear that our troubles are just beginning." He pointed up into the sky… where several immense chunks of debris from the moon were falling down straight toward the planet.

"Well… it just keeps getting better and better, doesn't it?" Blake grumbled. "What do we do about that? We're sitting ducks without our Dust!"

Before anyone could provide an answer, a small ship came flying down toward them, where a Galvan pilot popped his head out of the cockpit and addressed Azmuth. "First Thinker! The defensive grid is down!"

"Man the particle cannons." Azmuth ordered as he approached the vessel. "We'll have to shoot them down manually."

"Agreed." Wu Kong said as he jumped up and summoned his cloud, standing on it in midair. "Anyone who can help us knock those things outta the air, your help would be appreciated. Everyone else, escort the citizens to safety!"

Ruby glanced back over to Penny as she kept staring at the moon and its falling debris, worried about her friend. However, Rex came over and placed a hand on her shoulder. "Ruby, you heard the Monkey King. Take your team, Sun, and Ilia, and get the Galvans to safety. We'll handle all that space rock."

"He's right, Ruby." Ilia concurred, ushering her to come with them. "We've gotta go."

"B-But, I—"

She was cut off, however, when Penny suddenly whirled around and rushed up to her, making her gasp. "Ruby, please listen to Rex. We'll be fine. I'll be fine." She shook her head solemnly. "But please, just make sure that no other lives are lost because of Malware. Okay?"

Taking a deep breath, Ruby nodded to her best friend. "Right. Good luck." The Hooded Huntress stepped away from the two and went over to the rest of the team, ushering them to follow her. "Alright guys, come on! We've gotta get the little guys away from that space rock!"

Once she was far enough away, though, Rex eyed Penny with concern. "…You're okay to do this, right? Not too late to go with them."

"…I'm fine." Penny replied, her tone incredibly serious as she activated her Air Heart jetpack. "What's most important right now is stopping Malware. Once and for all."

"Right. He's made this personal." Rex brought out his Sky Slyder and went airborne, activating his Bad Axes on top of that. "Mass genocide? At that point, he's irredeemable." With that, the two Nanite users blasted into the air, intent on bringing Malware's plan down.

Meanwhile, Ben and Rook had climbed onto the Galvan vessel with Azmuth… with Ben having transformed into NRG of all aliens. The little pod had trouble getting off the ground at first, but thankfully, it managed to follow after the other two Omni-Hunters. Finally, Raven unsheathed Omen, having attacked a Lightning Dust blade to its handle as she focused on her Maiden powers, leaving Wu Kong confused. "Er, whatcha doin'? I thought Blake mentioned your Dust didn't work on this planet."

"Only because it was drained of its energy." Raven clarified as she ran her hand down the blade. "However, given that I have magical Maiden powers, I can't help but wonder…" She summoned a sphere of pure lightning energy in her hand and pressed it firmly against her sword. Sure enough, the yellow blade then crackled to life once again, leaving Raven to smile at her success. "Hah! Excellent! My theory was correct." She summoned a gale beneath her and shot into the air, getting eye-level with the Great Sage. "Come, there's work to be done."

Wu Kong smirked and flexed his neck, loosening his muscles in preparation. "I hear that! Let's go!" With that, the duo flew straight after their young students, ready to do some damage to that debris.

The group up in the air met the challenge head on, with Rook and NRG blasting away at the falling boulders with incredible accuracy. Rex and Penny, meanwhile, took a more head-on approach, using their respective blades to slice through them. Wu Kong and Raven did much of the same, only their blows managed to blast the debris into tiny little bits. It was then that Wu Kong spotted a particularly MASSIVE one, probably the size of the entire city below. He closed his eyes and took a deep breath, talking a handful of hair from his head and pulling it out.

Blowing the hairs out of his hand, they all poofed into several copies of himself, the Monkey King clones all laughing in the face of danger as they launched themselves at it. One by one, the clones exploded against the practical asteroid, chipping it apart until a big enough hole was made in its front. "Here…" Wu Kong flung his staff down toward the ground, implanting itself into the dirt before it grew into its true size. "Comes…."

*CHOOOOM*

"MONKEY KING!" The staff-turned-pillar propelled the Great Sage through the asteroid as he gave it a mighty punch, cleaving the entire thing in half and throwing the pieces across the planet. A laugh escaped Wu Kong's throat as he summoned his staff back, gazing down at his handiwork. "Haha, if that's the best this "Malware" guy can do, I'd hate to see—huh?"

But before he could vaunt his victory more, something caught the Monkey King's eye. Something had stuck to the end of his staff. It appeared to be a clump of that asteroid he had just destroyed… only upon closer inspection, it wasn't a normal rock. It was pitch black and had tiny red lines going all over it… and it seemed to want to consume his staff. Thankfully, the golden power it radiated stopped it from doing so, which allowed Wu Kong to flick it off. "Weird…"

"What is?" Raven said as she sliced through another falling rock… only to see part of it latch on to her blade. She gasped and was about to fling it off… but curiously, the electricity coursing through the sword managed to destabilize it and do the job for her. "…That's very concerning."

"No kidding." Wu Kong remarked, eyeing the falling wreckage warily. "These aren't normal rocks. KIDS! Keep your heads up, these are—"

"AAGH!" However, the Great Sage quickly found that he was too late with his warning. High above, Rex found himself being virtually eaten by the debris that had fallen on him, the black and red rocks spreading across his arms and legs. However, it wasn't him that they were after… it was his builds. The hoverboard and dual axe constructs were quickly eaten away and he was sent plummeting toward the surface, causing Wu Kong to act fast.

The divine primate swooped down and caught Rex in his arms, the EVO breathing in and out exasperatedly. "Hah… hah… thanks, Monkey King."

Wu Kong brought Rex back down and set him on the ground. "No problem. I had a feeling those rocks weren't normal. You okay?"

"Yeah, it just… wait." Rex's eyes widened at the familiar feeling that he just experienced. "My builds… they were destroyed just like how Malware did to my Smack Hands a couple days ago!"

Raven came down just in time to hear that. "What?" Scanning her eyes around, the Spring Maiden watched as the destroyed debris around them landed… before immediately sinking its way into the crust of the planet. "…You mean to tell me…"

Rex grimaced and nodded to her. "Yeah… I think those rocks have bits and pieces of Malware in them. He must be… oh no." Snapping his head up, Rex saw Penny continue to slice through the incoming rocks… but at the same time, more and more clumps began to gather on her swords and jetpack. "Oh god, PENNY!"

"H-Huh?" Penny whirled around in midair, hearing Rex's call. "Rex, what is happeni—AAH!" She gasped as she finally noticed the growing infection on her body, trying in vain to shake them off as they little pieces just kept growing up her arms.

…And then, it happened. While she was distracted, a stray asteroid SLAMMED directly into Penny's back, destroying her jetpack and bringing her back down to the planet's surface. Rex, Raven and Wu Kong were horrified by the sight. "Penny!" Raven flew as fast as she could toward the girl… but what she saw made her heart stop for a second. The boulder that had landed on Penny was already overtaking her entire body, its red lines seeping through onto her skin, likely in an attempt to corrupt her.

Penny herself couldn't move, her limbs all weighed down by the surprising weight of the corruptive boulder. She could only just slightly move her head, and even then, it was only with involuntary jerks and twitches as the red lines continued to climb up her face. Her eyes flashed between green and red as this happened, but what surprised Penny the most was… how painful it was. Malware's essence made her feel like her entire being was burning from the inside out… and all she could do was scream. "AAAAAAGGGHH!"

…..

As all of this happened, Cinder and her team watched the chaos unfold from atop a high peak not far from the city. By all appearances, Malware had pulled off his part of the plan, and if that was the case, then their mutant compatriots were currently up with the fragmented moon, guarding the Helix. As all of this unfolded, Cinder couldn't help but muse to herself; "You know… I honestly wish I had thought of something like this."

"Malware's got Galvan Prime by the throat, that's for sure." Emerald concurred, only to bring up another point. "But, um… is anybody ELSE concerned that the Omni-Hunters just have THE FREAKING MONKEY KING in their back pocket now?!"

"…Yeah, that might be something to be concerned about." Mercury winced as he and Neo watched the Monkey King continue to fend off the falling debris, even with Penny subdued. "But hey, look at it this way; they may have gained a powerhouse, but they'll lose one, too. I mean, ain't no way Robo-Girl's surviving that corruption. And if Malware's plan succeeds… hoo boy, we'll have a HUGE advantage over these guys."

Rojo chuckled at the thought. "Hehe, not like we need it. We've been pullin' the wool over these guys for the past few weeks!"

Emerald's eye twitched at their positivity. "Uh, do I have to remind you that this immortal stone monkey LITERALLY rampaged through heaven to gain immortality several times over?! Compared to him, Penny's chump change! …Oh god, was that a pun?"

"It was." Cinder deadpanned. "But I will forgive it for not being intentional. All the same, you're right, Emerald. The Monkey King is an obstacle that we will have to find a way to deal with." She craned her head up to Khyber. "Right now, however… I believe we owe you a great deal, Khyber. Having you around has certainly helped get us this far."

A small grin came to Mercury's face as he and Neo nodded up to him. "Yeah. You might've been a pain in the ass at first, but… thanks for helping us improve."

Khyber merely hummed in response. "Hm, I cannot take all the credit. You lot strove to improve yourselves, and in that, you succeeded. I simply provided the training." Hints of a smile came to the alien's features. "Consider me impressed with your progress."

"One question, though, teach." Rojo pointed down to the Nemetrix in his hand. "Was leaving the mutt behind all that necessary?"

"…Unfortunately, yes." Khyber grumbled. "Now that they've figured out how to control the beast, we couldn't risk them doing so again. The Nemetrix in their possession is something we cannot afford." He lifted the device up and clutched it in his hand. "But worry not. Soon, we shall find another predator. One that will make even better use of the Nemetrix than the Baskurr…"

Just then, however, something happened that took the group by surprise. A deep purple light flashed from behind, causing them all to spin around and see one of Eon's portals opening up. On the other side stood none other than Salem, though she didn't make a move to step through. "Greetings, everyone." the witch greeted, causing them all to bow to her.

"S-Salem!" Cinder stammered. "What brings you here?"

"I simply wished to see how Malware's plan was doing." A small smirk came to the witch as she saw the carnage going on. "And I must say, it seems things are going very well, indeed." However, she also noticed something… amiss. "…But where is the hound? And why is Psychobos unconscious on the ground?"

Khyber glanced down and sneered at the Cerebrocrustacean… before kicking him straight into the portal where he landed at Salem's feet. "The good doctor decided it would be best to force me against my will to focus on his unrelenting vendetta against Azmuth, rather than procuring the Omnitrix from Ben Tennyson's lifeless husk." He narrowed his eyes at the brain crab. "Now both Tennyson AND Azmuth live, and I was forced to abandon the animal since they figured out how to control it."

"I see…" Salem's expression was one of disappointment as she shook her head. "Very foolish of Psychobos. He broke the one rule of this alliance…" With a snap of her fingers, a Grimm arm burst up from the floor, grabbed Psychobos… and immediately sucked him down from whence it came. "…to not let his ambitions overshadow my own."

The team couldn't help but gawk at what had just happened. The action was so fast, they thought they'd had missed it. "D-Did… did you just…" Emerald started, but found her voice lost in her throat.

"Kill him? No, I did not." Salem denied. "He still has his uses, after all. I've simply trapped him in my personal dungeon until I see it fit to let him out—though his freedom WILL be limited, of course." She directed her attention back to Khyber. "I assume you have a suitable replacement for the Nemetrix's host?"

"Multiple, actually." Khyber affirmed.

"Excellent. Now, I want all of you to return to Earth." Salem beckoned them through the portal. "Eon has told me that Gwendolyn and the rest of them have returned there from Remnant and I have a feeling that most of them are on their way to Galvan Prime as we speak."

Needless to say, Cinder's team were all taken aback by this, even when Khyber began making his way into the portal without question. "W-Wait, what?" Mercury questioned. "But Salem, we've got the heroes on the ropes!"

"I'm well aware, but they are also ALL off Earth, Mercury." Salem reminded. "Just imagine their reaction if they end up coming back to… a destroyed city or two." She raised her hand and snapped her fingers again. "And besides, I won't just be taking you all back there without leaving Galvan unattended."

As if on cue, Viktor and Hazel both came trudging through the vortex, the large man and Transylian towering over all five of them. "I suggest you listen to Salem, young ones." Viktor suggested, clenching his fist as purple lightning coursed through it. And, as he said that, several Grimm came charging through the portal, their eyes glowing the same shade of violet. "We'll handle things from here."

Hazel nodded down to them. "Right. And if this Malware's plan goes awry… well, Salem has several more plans in place."

"…More plans?" Rojo asked. "Like what?"

"You will see, dear Rojo." Salem beckoned the team to return once again, which Mercury, Emerald and Neo all did off the bat. "Now come. Another horde of Grimm is waiting for you to bring to Earth."

Cinder and Rojo eyed one another before following their leader's orders, stepping through the portal and back into the castle. "One thing, though, Salem." Cinder continued. "The heroes… they have a new ally in the so-called "Great Sage Equal to Heaven". …The Monkey King."

"So I've seen." Salem affirmed. "But don't worry about that right now. I've been researching potential ways to counter this… Sun Wu Kong." She snapped her fingers and a copy of Journey to the West appeared in her hand. "I care not for the drivel that this book attempts to teach, but it's good for researching formidable adversaries of the Monkey King. For now, though, let us get you all to your next mission."

"Alright, which city are we going for, then?" Rojo asked. "Bellwood again?"

Salem shook her head. "No, that'd be too simple." she denied with a knowing smirk. "Should the Omni-Hunters survive this, I want them to return to a planet that is devoid of a city that the world universally loves… and I believe I've found the perfect one. Eon?"

"Of course." With another snap of his fingers, Eon shifted his portal's current location… and the destination was one that Rojo and the others were left astonished by. "Ladies and Mercury, you're getting an all-expense paid trip… to Tokyo."

…..

Back at the battle, things were not fairing well for the city below, as clumps of the rock all continued to sink into the planet below even as they were broken apart by the airborne heroes. On the flying pod, NRG and Rook witnessed this happen, the walking nuclear reactor wondering out loud; "What is even going ON down there?"

Azmuth, however, knew that this could only mean one thing. "Malware. He must have infused his essence into Galvan B. He's probably been scattered over half the planet by now."

"Oh, fantastic. It's raining psychopaths."NRG said as the Galvan pod descended to a lower elevation, attempting to avoid getting hit by the chunks of Malware. Once they were low enough, Ben transformed back to normal and leaned down toward the First Thinker. "So, what's our next move? How do we fix this?"

"We'll need to act fast." Azmuth stated while scratching his chin. "Which is not ideal since I need time to think up a plan."

Before Ben could react to that, someone spoke his thoughts for him; "WHAT?!" From across the way, Raven came flying over and landing in front of the pod, glaring up at the Galvan. "You're the smartest being in three galaxies and you don't have any contingencies for this sort of thing?!"

"W-Woah, Raven!" Ben tried to calm the situation. "Slow down, we can—"

"Erm, if I may interrupt." Rook piped up… having noticed a certain pitch-black form with red lines on it start morphing up high above the buildings.

However, Azmuth simply rebutted Raven, keeping his head held high. "Five galaxies, actually. And how would I have a contingency for something that has never happened before?" He turned away from her with his hands behind his back. "I'd have to examine what's left of that moon to assess the situation."

"Ahem." Rook cleared his throat, pointing over the horizon. "That might have to wait."

"AZMUTH!" The sound of the reverberating, bone-chilling voice brought everyone's attention up… where they saw Malware himself. The Mechamorph was now the size of a fully grown Vaxasaurian, towering over all of them as he glared directly at his creator. "Where you gave life, I have brought DESTRUCTION! Your favorite creations are no more!"

However, Azmuth was hardly enthralled with his actions. "Sewing chaos doesn't take special talent, Malware. If that's the best you can do, I'm not impressed."

Clenching his fists with rage, Malware SMASHED them through a pair of buildings, sending them grumbling to the ground. "No. Nothing I do could EVER impress you, father." He spoke the last word with so much venom, everyone was astonished by it. "In your eyes, I am nothing but a failed experiment. Your… shame."

"My only shame is that I have been unable to heal your pain." Azmuth asserted, trying his best to implore his creation to stop. "But it's not too late. Give up this vendetta of yours and we will work together to make you whole."

However, as the First Thinker spoke, several green orbs began to rise up and surround Malware… before delivering an intense electric shock. "AAAUGGH! MORE LIES!" He raised his arm… and transformed it into an upgraded version of Rex's Bad Axe, its blade now jagged and much bigger. With a clean swipe, Malware cleaved through the green orbs and left them nothing but dust, pointing at his creator. "You think you're so clever. But you fail to see that I am the clever one! If you are unwilling to cure me… then I will just corrupt all that you hold dear! …And I have already begun with your most recent favorite."

"PENNY!" The shriek caught Ben, Rook and Azmuth off guard as they whipped their heads down toward the surface… where they were met with a horrifying sight. There, trapped under one of the Malware rocks with no hope of escape, was Penny. Their android friend was frantically twitching and jerking around as the red lines from the rock spread across her entire body, trapping her in a corruptive cocoon as she screamed in agony.

The whole team was surrounding her was Wu Kong attempted to use his staff to pry her out, but by that point, the material had fused itself to her skin. "GAH! It's not coming OFF!" the Monkey King shouted.

Ruby felt her knees give out from underneath her in shock, but nonetheless scrambled toward her best friend desperately. "Penny! PENNY!"

"Wait! Ruby!" Vernal and Yang both dashed forward to halt their sister, but by that point, she had already reached Penny's face.

Gently grasping Penny by her cheeks, the Hooded Huntress did her best to stop the twitching so that their eyes could lock. Even so, Ruby was left horrified as Penny's eyes snapped back and forth between green and red… and red was winning. "R-R-R-Ruuuubbyy…" she slurred out desperately with tears falling down her cheeks. "Heeellllpp m-m-m-me!"

"Penny, I… I-I don't know how!" Ruby cried out, her own eyes welling up. "You HAVE to fight this! Please!"

"Hmhmhm, it is no use, child." Malware chortled sinisterly, earning himself a deadly glare from Ruby and the others. "My essence corrupts all who come into contact with it, and she will be no exception." He raised a clawed hand and clenched it vengefully. "She may be a hybrid abomination… but she will make an excellent PUPPET! AHAHAHA!"

Ruby, her teeth grit with rage, instinctively pulled out Crescent Rose to confront him. "You… YOU!"

"NO!" Ben shouted. "Ruby, if you—" But it was too late. Malware slammed his fist into the ground and sent a wave of spikes at Ruby, all of them made from himself.

But, just as the spikes were about to hit Ruby and absorb Crescent Rose… something astonishing happened. Seeing her friend about to be skewered by the monster of a Mechamorph, Penny felt something… snap inside of her. Her eyes widened and, even with the corruption weighing her down, she shot up and got in the way of the spikes, stopping them in their path… at the cost of being impaled herself. "GYAAAH!"

"PENNY!" Ruby and the team screamed all at once.

Malware simply laughed as Penny contorted on the spike, which he retracted to allow her to fall flat on the ground. "HAHAHA! FOOL! Don't you know that your efforts are in vain?! I WILL have my revenge, and there is nothing you can do to—"

"SHUT UP!" Penny screamed out as her eyes firmly changed back to green, her glare piercing through Malware and taking him aback. What's more, she actually managed to stand back up… all while a familiar noise was heard. …The sound of nanites powering up. "You… all you do is take. Take, take, TAKE! You take technology, people's happiness, LIVES! And all because you believe you're deserving of it as retribution for your curse!" Slowly but surely, to everyone's surprise, the red lines on the cocoon changed from red to green, going from Penny's face all the way down. "Well, I've got news for you… brother. I will NOT allow you to do this ANYMORE!"

*FLASH*

The team let out a collective yell as a burst of green light enveloped the entire area, with Penny as its epicenter. In doing so, the cocoon was destroyed and she was freed from her captivity. However, once the light died down… the Omni-Hunters were met with something that none of them could've expected.

Penny was now donned not in her normal outfit, but what appeared to be a Mechamorph body suit of sorts. From her neck down, the suit was entirely pitch black with the traditional geometric green lines that Mechamorphs were known for. They went down her arms, torso and legs, with a green circle in the center of her chest mimicking the "eye" of a Mechamorph. Her hands and feet, though, were entirely green, resembling a pair of gloves and boots. Her visage was left somewhat the same, though her cheeks had some of that green lining that came up from her neck. Her eyes were also now entirely green as well… as was her metal bow on top of her head.

Needless to say, everyone was left near speechless. "P-P…Penny?" Ruby uttered.

"Hm?" Penny tilted her head toward Ruby, curious to her reaction. "Ruby, you okay? You look little lost."

"I-I kinda AM!" Ruby exclaimed. "What just happened?!"

"WHAT?! NO!" Malware was left equally baffled, his anger now boiling over. "This cannot be! How is this possible?!" Just then, he heard the sound of a chuckle… which then evolved into riotous laughter. Malware whirled around and glowered at Azmuth, who was laughing uncontrollably. "You… you KNEW this would happen!"

Despite being shocked at the sight of Azmuth laughing, Ben actually found himself questioning the same. "Azmuth… DID you know this would happen?"

"Hahaha! Oh, I had my suspicions." Azmuth wiped a tear from his eye and he explained; "After studying Penny's DNA extensively, I found that her unique other-dimensional nanites that she got from Rex actually mixed with the Nanites of her Mechamorph half to create something… unique. An "anti-viral" of sorts that would fight off any corruption that attempted to compromise its host." He smirked over toward the seething Mechamorph. "Though to be clear, Malware; your plan to corrupt her in the first place would've failed anyway, due to her organic half. You brought this upon yourself."

"No… NO!" Malware stretched his axe hand out toward Penny, intent now to destroy her. "I WILL have my revenge—AAAUGH!"

Penny, however, was ready to counter him. With one swipe of her hand, she batted Malware's away… and it disintegrated with a single touch. "I don't think so, brother. Your reign of terror ends NOW!" The redhead activated her Air Heart jetpack, though now, it wasn't the same as it usually was. Instead of the double jets and wings, it was now a single jet turbine on her back. All the same, it blasted out a green flame that rocketed her into the air… which is when something ELSE happened. Penny's legs came together and fused, creating a glowing, green energy tail that left a trail of light wherever she flew, which only left her friends even more awestruck.

"…Okay, I think it's safe to say that robo-girl got a significant power boost." Vernal stated.

Ilia eyed the former bandit. "Pretty sure that wasn't in question. …Makes me wonder what else she has up her sleeve, though."

Flexing her arms up, Penny brought out her two Floating Array arm blades, preparing herself to fight Malware. However, the corrupted Mechamorph merely chuckled in amusement at the sight. "Hahaha… you really think you can defeat me with such feeble weaponry?

"You're right. I should get more, shouldn't I?" Just then, the two blades actually detached from Penny's arms and began floated behind her, allowing her normal arms to reform. And then… the swords suddenly started to multiply, until there were ten of them floating in an arc above her head.

Down below, Sun and Team RWBY couldn't help but point out the familiar sight. "Hey, now there's something we haven't seen in a while!" the monkey boy exclaimed.

"She's got her full array back." Blake nodded. "That's amazing…" However, she trailed off when the blades kept being created. Twenty. Forty. EIGHTY. They just kept multiplying! "W-Wait, what's she doing now?"

"U-Uh, Penny?" Ruby called up to the girl worriedly. "Don't you think you've made enough?!"

Penny just raised a finger over her shoulder. "One second, Ruby! Not done yet!" True to her word, one second later, and the Floating Array swords had stopped multiplying… leaving the sky full of swords that Penny was controlling using her mind alone. "…Hm, one hundred." the redhead stated. "I guess that's the maximum amount I can create."

Malware was beginning to get a little nervous by this point. "Er, u-um, sister, perhaps we could discuss this—"

"Shut. Up." Penny snapped her fingers and all of the swords moved in unison, the tips of their blades pointing directly toward Malware who began backing away. "It's as Azmuth said, Malware… you brought this upon yourself. You know the old saying; "In for a Penny… in for a POUNDING"!" The entire Floating Array began to glow bright green, and with a wave of her hand, Penny sent them flying into their target. "Dollar… SPECIAL!"

One by one, the hundred swords all impaled themselves within Malware, who cried out in pain with each stab. Several imbedded themselves into his arms, legs and face, but to top it all off, the ones in his chest went in one by one each second… and created a dollar sign. Once all of them were in, the green glow intensified and, with one final scream, Malware EXPLODED into pieces, making everyone duck as he went flying everywhere.

…And it was only then that Yang realized the genius of that attack name. "OH! In for a penny! One hundred swords, one hundred pennies, "Dollar Special"!" She clasped her hands together and rooted for the android as she slowly hovered back down to the surface. "WOO-HOO! Nice one, Pen! You really showed him!"

The moment Penny landed, she was instantly glomped upon by Ruby, the two spinning around in an embrace. "HAHAHA! That was so gosh-darn amazing!" Ruby cheered. "Penny, this upgrade of yours is… is…"

"Hmhm, sensational?" Penny guessed with a wink.

"I couldn't have worded it better myself." Azmuth said as he, Ben, Rook, Rex and Raven approached. "Well done, Penny."

Ben and Rex strode up to the android, wearing smiles of approval. "Gotta admit, when we used our powers to repair you, I did NOT think it'd lead to this." Ben said. "But honesty? This is REALLY freaking cool."

Rex offered the android a high five, which she reciprocated without question. "Yeah, no kidding! Nice job, Pen."

"Thank you, but I don't think we're out of the woods yet." Penny's expression took a more serious countenance as she set her gaze upon the moon. "We still need to find a way to bring the moon back together, as well as revive all of the Mechamorphs in the process."

Weiss did a doubletake a that. "W-Wait, we can do that?"

"Yes. I didn't understand it at first, but when I achieved this form, things became clearer to me." Penny's eyes moved down to her hands, clenching them tightly. "Malware might've done the unthinkable, but that doesn't mean it can't be reversed. The Helix is the key."

"…The Helix?" Wu Kong sauntered over, scratching his head with his staff. "Now you're just not makin' sense, robo-girl."

"The Helix is the key to all Mechamorph life." Azmuth explained. "And it is up on that moon… which means I expect it to be guarded if the Ministry being here is any indication."

Letting out a laugh, Sun placed his hands behind his head with a confident grin. "Ha! Well, with Malware blown to bits, that just makes our jobs a lot easier! Let's get up there and—"

"Not so fast!" To everyone's horror, Malware's voiced sounded off, almost as if it were coming out of the ether. In reality, though, a hole had opened up in the place where the Mechamorph once stood… out of which he crawled out of as he reconstituted his physical form. The hulking monstrosity then brought out the Bad Axe and Smack Hand that he absorbed from Rex, glaring the team down. "Did you really think THAT would be enough to stop me?! My essence has seeped into the planet itself!"

The monkey Faunus grimaced as everyone eyed him accusingly. "…Me and my big fat mouth."

Malware raised his axe hand high above his head. "Now… I shall dispose of you ALL!" Slamming the weapon down, he sent another wave of spikes out at them, which caused Ben to take immediate action.

"SCATTER!" the hero shouted before activating the Omnitrix and changing into Humungousaur. He didn't even bother to shout out his name as he leapt over the spikes and engaged in combat with Malware, closing the distance with a massive dropkick to the Mechamorph's chest. Once he was brought down, Humgongousaur immediately grew to full size and started pummeling him with punches and kicks, with the occasional grappling as well. Though Malware wasn't about to give in that easily, grabbing an incoming punch and then firing an eye beam into Humungousaur's face, sending him flying halfway across the city and wrecking a few buildings in the process.

"GAH!" The Vaxasaurian rolled to a stop and propped himself up on his knees, glaring at his longtime adversary. "Can't you just STAY DEAD?!"

A sinister chortle escaped Malware as he shifted the axe for his Tachyon Cannon. "Hmhm… not a chance, Tennyso—AGH!" Before he could even get a chance to fire, however, Rook came in and began peppering him with several blasts from his Proto-Tool, fending the evildoer off.

Rook glanced over to Ben with a slight grin. "I have come to learn that taking on a foe alone is not the best way to confront your problems."

"I appreciate it." Humungousaur smiled. "But you'll wanna be careful before—WATCH OUT!" Another wave of Malware's spikes came shooting out the ground at the duo, which Humungousaur reacted to in a split second by pulling Rook aside.

…Unfortunately, the sudden jerk made Rook lose his grip on his weapon, resulting in it falling onto one of the spikes and disintegrating in seconds. "My Proto-Tool!"

Another laugh was heard as Malware pulled his spikes back, once again exchanging his weapons for the newly acquired one. With a Proto-Tool blaster now on his right arm, he aimed and shot at the two repeatedly. He also made it a point to shoot across the entire city, destroying buildings all around. Ruby even saw the Anubian Baskurr go running out of the museum in fear. "This isn't going the way we'd hoped!" she shouted, ducking for cover.

"Just hang on!" Humungousaur said as he raised his tail. "I've got an idea!" Using it as a springboard to heighten his jump, the Vaxasaurian practically soared into the sky before dropping back down… wherein he turned the Omnitrix and then slapped it, anchoring it down and achieving his Ultimate form. "ULTIMATE HUMUNGOUSAUR!" The evolved Vaxasaurian took the blasts that Malware shot at him before shifting his fists into their own blaster modes, shooting several missiles into the villain. The projectiles collided and exploded against Malware just before Ultimate Humungousaur crashed into him, resulting in a massive crater.

The hero continued to wail upon Malware, unleashing pointblank blasts as he did until his adversary pulled out another trick. The Proto-Tool arm shifted into a sharp blade that Malware stabbed up at Humungousaur, causing him to lurch his head backward and reflect with his arm. However, that gave Malware the opening he needed to shift his free hand into another blaster and shoot at the alien's knees, bringing him down with a pained roar.

Malware stood and swung his arm, knocking Ultimate Humungousaur to his back as he approached him. "Such a clever device." Malware admired his new acquisition. "It might have a million uses! …But I'm only interested in one." He took aim at the hero's head… but then quickly found himself in excruciating pain as the evolved Vaxasaurian whipped his spiked club tail up and hit him in the groin. He may not have had certain organic parts, but it still was NOT a blow he was expecting. "GAAAAAUUUGH!"

Quick as he could, Ultimate Humungousaur stood up and slammed his whole body into Malware, pushing him through a wrecked building and across the city square. He unleashed another volley of missiles upon his enemy, but Malware wasn't about to lose because of a cheap shot. He brought out his Bad Axe and used it to block the attack, whipping the weapon out on his arm and forcing Humungousaur to knock it back with his tail. …Unfortunately, this is what Malware was hoping. He quickly changed his hand back, grabbed the hero by the tail and then yanked him back over, taking him by the wrists.

"You cannot win, Tennyson!" the Mechamorph declared, all while he began to spread his corruption across Ultimate Humungousaur's body. "Even now, there are essences of my body working their way to the planet's core! I shall corrupt this world from within, devouring every molecule until Galvan Prime becomes… PLANET MALWARE!" By that point, the corruption had spread almost across the hero's entire body, draining Humungousaur of his energy to the point that he was forced OUT of his Ultimate form. "But first, I shall devour YOU!"

"In your dreams!" From off to the side, several green lasers fired upon Malware, cutting him off from Humungousaur and allowing the corruption to fall away from the hero. As Ben fell to the ground and transformed back into his human form, Penny landed directly between him and Malware, all while Yang and Raven came in to help him up. "Ben! Are you okay?!"

"Mmph… not really." Ben muttered, his voice sounding like gargling gravel.

Malware glowered down to the abomination before him, as well as the other Omni-Hunters who stood with her. "Enough of this resistance, "sister". My conquest is inevitable and shall be made a reality in short time! And there's nothing that you or your comrades can do to—" *KONK* "Augh! For the love of—"

After knocking him on the head with his staff, the Monkey King flipped down and landed with the teens, slamming the weapon into the ground firmly. "Yeah, yeah, heard the "evil villain speech" WAY too many times in the past to count, mister tall, dark and gruesome." He took a combat ready stance, along with everyone else. "Why don't ya just save the yammerin' so we can just fight already?"

"…An excellent suggestion." Just then, a second pair of arms jutted out from Malware's back, arming themselves with the Tachyon Cannon and the Proto-Tool blaster while his lower arms shifted into the blade and axe as well. "Perhaps THIS is more to your liking, simian?!"

"Actually, yeah! …But as much as I'd love to fight you now, we'll have to put a rain check on it."

Everyone, including Malware himself, stared at Wu Kong incredulously. "…What? WHAT?!"

Wu Kong pointed up to the sky. "Yeah, see, our ride's about to get here, so I'd hate to keep 'em waiting."

"Ride? What do you mean "ride"—" *PEWPEWPEWPEW* "AACH!" As if to answer his question, several red lasers suddenly came firing down from high above, blasting Malware through his back and making him fall to the ground.

And the craft that attacked him… well, to say that the team weren't expecting to see something like it come to their rescue would be an understatement. "…Am I losing it or is that a freaking space bus?" Ben uttered in bewilderment.

For indeed, the spaceship was very bus-like in appearance, complete with rows of windows along the sides and a sloped front end with a pair of large windshields over a set of headlights. However, toward the rear, it more resembled a traditional space craft, complete with forward-swept wings and three stabilizer fins. Add on the cream, orange and grey color scheme along with the red "RB4" lettering on the side, and it just made it all the more like a public transport than anything made for war.

But indeed, it had come to their rescue, and that was only made more apparent when it landed and its rear hatch opened. There, beckoning them in, was none other than Gwen. What's more, she had Bobo with her as well, the chimp instantly aiming his guns at Malware and shooting him even more. "Come on!" Gwen cried out, waving her arm for them to come aboard. "We've gotta get out of here!"

"GWEN!" Ruby rushed toward the redhead without question, followed by the rest of her team. "Yes! I knew you guys would get here eventually!"

"Cutting it a bit close, but still, really glad to see you." Weiss affirmed before peering down to the chimp still shooting at Malware. "Same with you, too, Bobo."

"Ah, cut the sweet talk, chicky." Bobo smirked back to her. "Just doin' our jobs." He nudged his chin up to his best friend as he came aboard the ship as well. "'Ey, Chief! Ya good?"

Rex let out a laugh and reached his hand down, clasping it with Bobo's. "Ha! Better now that you're here, bud. How'd you guys know where to find us?"

Gwen ushered for the team to follow her. "We'll explain on the bridge. But first…" She craned her head toward her cousin, still being supported by Raven and Yang as he was brought aboard. "…We need to take care of you, mister."

"H-Heh… come on, Gwen." Ben refuted with a small, yet tired grin. "I've taken worse and yoouuu…ergh." The hero's head suddenly fell and hung low, his body getting heavier as he slipped into unconsciousness.

"Ugh! Ben, for the love of god." Yang adjusted her boyfriend against her shoulder. "THIS is why Azmuth told you to be careful going up against Malware!"

Gwen pointed toward the front of the ship. "Take him to the bridge. Everybody's up there." Sun came over and picked Ben up by his legs, taking some weight off the two ladies as the rear hatch closed behind them. Moving over to a nearby speaker, Gwen pressed a button and spoke into it; "Kevin, we're ready for takeoff!"

"Read ya loud and clear, Gwen." The Osmosian responded. "Just uh… make sure everybody braces themselves. It's gonna be a bit ROCKY!" Not a moment later, a loud explosion was heard outside the ship, which then lurched up suddenly and forced everyone to lean against the nearest wall for support. Peering out the nearest window, the team saw that Malware had just been bombarded by a volley of missiles from the craft, which had rocketed up and away from the villain in record time.

"Ugh, well… that wasn't exactly pleasant." Vernal rubbed her head after falling against the wall. "But at least we're away from Malware, I guess."

Ilia sighed and stood back up. "Yeah, but this is far from over. We need some sort of plan."

Rook, who was holding Azmuth in his hands, approached the team to allow the First Thinker to get some words in. "Indeed, we do. But that can wait." He set his eyes upon the unconscious Ben. "Right now, we need to check his condition. To the bridge, quickly."

The team did so with haste, making their way through a couple rooms before finally making it to the bridge. And there, they were met with a surprising sight. Not only were Kevin, Neptune and Team JNPR there, but so were Max and the Saturday family, all meeting them with relieved, happy smiles. "Hey, guys!" Zak saluted. "Surprised?"

"Z-Zak!" Ruby beamed happily, zipping over to the Saturdays with everyone else in tow. "Doc, Drew, everybody! You're all here!"

"Hehe, well, of course." Doc affirmed. "We weren't about to miss out on this."

Drew brought up a determined fist. "A chance to kick butt on an alien planet? You bet we wouldn't pass this up."

Before anything else could be said, though, Nora butted into the conversation. "Yeah, yeah, glad to see everybody's okay and all, but might I ask—WHAT THE HECK IS GOING ON?!" The Pink Dynamo thrust her arms out at Penny, bringing everybody's attention to her. "I mean, seriously, what in Thor's name did we MISS?!"

"P-Penny!" Pyrrha exclaimed as she and the rest of her team gawked at the android. "What happened to you?"

"Ah… hehe…" Penny rubbed her neck sheepishly. "That is a long and… very ugly story."

Jaune crossed his arms and urged her to continue. "Well, we'd like to hear it."

"Later." Just then, a metal table rose up from the floor, which Luhley stood upon before activating her jetpack to hover above it. "Right now, we have to check up on Ben." A large X-Ray device lowered down from the ceiling, and she ushered Yang and Raven to come closer. "Ladies, please lay Ben over the table, if you'd be so kind."

The mother and daughter did so and Luhley activated the machine, allowing her and everyone else to see Ben's skeleton for a brief moment. "Is he gonna be okay?" Yang asked.

"He should." Luhley confirmed, bringing the machine back up. "No major injuries, thankfully. He should regain consciousness in a few—"

"HAK-HAK!"

"…Make that right now." Luhley corrected as Ben hacked and coughed himself awake.

Ben sat up and covered his mouth, grimacing as he kept coughing. "Hak-hak! Ugh, anybody got a mint? I need to get the taste of Malware out of my mouth."

"PHRASING, MAN!" Kevin belted out from the captain's chair.

The hero narrowed his eyes at the Osmosian. "It only gets weird when you MAKE it weird, Kevin!" Shaking his head, the Omnitrix bearer took a look around the bridge, noting how Team JNPR, Neptune, and even the Saturdays were all there as well. On top of that, his grandfather was right next to him, which got Ben to smile a bit. "Heh… so, I'm guessing it didn't take you long to figure out what happened, right?"

Max shook his head. "Nope. When we saw the giant hole you all left, I figured it had to be Azmuth's doing. All we had to do was wait for Gwen and Kevin to get back from Remnant."

"Hm… and the ship?" Ben pointed up to the roof. "What's the deal with it?"

"Say hello to the Rustbucket 4." Max presented with a wave of his hand. "The latest spacecraft designed by the Plumbers for lightspeed travel. We figured it'd be useful if you kids needed to get across the galaxy lickety-split, but we didn't think we'd need it this soon."

Luhley landed next to Ben and picked it up from there. "The craft is essentially complete, only missing its onboard A.I. utility system." All the same, she waved the subject off. "But we can discuss that another time. Right now, I believe we should all catch each other up on what exactly is going on…" She pointed over to Penny in particular. "Especially regarding her."

…..

Once Kevin had landed the Rustbucket 4 in a far-off canyon, the team sat down and recounted everything that had happened so far to the others, who listened intently to the whole thing. By the end, Team JNPR and Neptune were astonished by what they'd heard, gazing upon Penny with sympathetic eyes. "Man… Penny, that must've been awful." Neptune winced. "I'm sorry you had to go through that."

"Yeah, does not sound pleasant in the least." Ren concurred.

Penny shook her head. "No, it wasn't." However, that didn't stop her from smiling. "But it's okay! Honestly, I feel so much more invigorated now that I've achieved this upgraded form." She moved herself around, inspecting her new suit thoroughly. "It's like… I feel more complete now than I ever have in the past, you know?"

"I was gonna say, your way of speaking is a lot less… I wanna say stilted than it used to be?" Jaune pointed out. "It's like you sound a lot more natural."

"Exactly!" Penny affirmed. "And watch this…" Within moments, the Mechamorph suit retracted back into Penny's body, her eyes returning to normal as the green lines on her cheeks disappeared. Underneath the suit was her usual dress, which was a little surprising for the others. "See? I can go back and forth any time I want! It's amazing, isn't it?"

"It is!" Pyrrha agreed. "Though… don't you feel cramped in the suit like that?"

The young android shook her head. "Nope! It honestly feels more like a second skin to me than a suit." Quick as a flash, Penny returned to her Mechamorph suit, which seemed to grow out from her neck, wrists and ankles and spread all across her body. "It's strange, but also kinda cool! But more to the point…" She set her sights down to Azmuth. "We need to formulate a plan to bring Malware down once and for all."

"Exactly." Azmuth gestured up toward Max. "Maxwell, if you'd be so kind." The old Plumber took out a remote and pressed a button, bringing up a hologram of Galvan Prime. "Now, we're in luck, first of all. Thankfully, the debris from the explosion of Galvan B came down over a localized area." As he said this, several red blocks popped up over the planet, showing where said area was.

However, Weiss furrowed her brows at just how much landmass that covered. "That's like, HALF the planet! How is that "localized"?"

"Because the rest of the planet remains unaffected, Miss Schnee." Azmuth explained. "However, it's only a matter of hours before Malware's feelers reach its core." On cue, a timer appeared over the hologram, counting down from two hours and fifteen minutes. "When that happens, there will be no way to stop him from absorbing and corrupting everything. Malware himself will become a living planet. And a heavily armed one at that."

"Uncool." Nora huffed.

Zak crossed his arms over his chest, with Fiskerton mimicking him. "Definitely uncool."

"Absolutely uncool." Kevin finalized, placing his hands behind his head. "So, what's the plan?"

"I've designed Galvan Prime with a series of firewalls that insulate seconds of the planet from each other." Azmuth went on as several more blocks appeared, over the rest of the hologram, only this time, they were blue. "Just in case of a viral attack."

Raven did a double take at that. "W-Wait! I thought you said you had no contingencies for something like this!"

Azmuth scratched his chin. "Did I say that? Hm, I don't recall."

The Spring Maiden's eyes flared in anger, her powers surging. "…You were messing with me, weren't you?" Azmuth paid her no mind. "Your silence speaks volumes, old man. I won't forget this."

"Nor do I expect you to." Azmuth ignored Raven's grumbling as he went on. "If we can activate the disrupter fields in these fire walls, we should be able to prevent Malware from reaching the core… briefly."

Ren raised a brow at that. "What do you mean "briefly"?"

"I'll know more once our team returns from what's left of Galvan B. There must be some answers up there… though I expect the site to be guarded by members of the Ministry. Speaking of…" Azmuth then pointed up to the hologram and all of the blocks disappeared, allowing the hologram to zoom into a certain sector. "We unfortunately also have a new problem. This sighting was reported just a few minutes ago on the outskirts of the city…"

A screen popped up showing some recorded footage… and what the group saw took them aback. There, riding upon the backs of massive Ursai, were Viktor and Hazel, leading the charge toward the city. "You've gotta be kidding me." Ben uttered. "Viktor's here now?"

"And… Hazel?!" Yang exclaimed. "Sheesh, been a while since we've seen him. …Did he get a haircut or something?"

"I don't think that's the important part here." Blake deadpanned. "They've got Grimm, and half of us can't use our Dust…" She set her sights toward the Spring Maiden again. "Not unless Raven can power up every single bullet and vial we have."

"Given enough time, I could possibly do that." Raven said, though she ultimately shook her head. "The issue being that we don't HAVE that kind of time. That and I'd rather not risk blowing us all up."

Jaune stood up and placed his hand upon the handle of his sword. "Well, then I guess it'll be up to us to keep the Grimm at bay."

However, Pyrrha was also quick to point something out. "But what about Malware? He could come out from the surface at any point and try to absorb our weapons. Also…" She craned her head down toward Azmuth. "There's something that you aren't telling us, isn't there?"

"I was getting to it." Azmuth assured. "The firewall controls were damaged by the shockwave." On the hologram of Galvan Prime, a red line appeared, bordering a certain quadrant. "The work station is here, on the edge of the red zone."

"So you'll need us to keep Malware and the Ministry distracted while Luhley fixes the controls." Ben deduced.

Luhley flew toward the center of the group, giving Ben a nod. "Correct! Though I cannot do it alone. I'll need at least two people who're mechanically inclined. Any volunteers?"

"I'll go." Doc offered. "I've fixed up my fair share of machinery. I think I can lend a hand."

Max went up and clasped the younger man on the shoulder. "And I'll come with you. I've handled Galvan tech before, so this oughta be no problem."

Azmuth approved of the arrangement. "Excellent. So, if we're all clear on the plan, I suggest the rest of you all sort yourselves into groups. One to accompany me up to Galvan B, one to engage our enemies. And, with any luck, we can stop Malware before he assimilates Galvan Prime into his very being."

"Sounds good to me." Ben clapped his hands together, bringing everybody's attention squarely to him. "Okay, team, we know what we've gotta go and what we need to do. Let's sort ourselves out and bring Malware down once and for all." He put his hand out in the center of the room, to which everybody else followed suit one after another.

The final one to put his hand in was Monkey King himself, the immortal simian wearing a cocky grin. "Okay, so we're all agreed. Let's show these bad guys who's boss!"

"Say it with me if you're ready!" Ben exclaimed. "Three, two, one…"

Then, with a collective yell, the Omni-Hunters, Saturdays, and their allies, all exclaimed; "ITS HERO TIME!"

…..

A/N: To be continued. There you have it! Our heroes are back together and ready to take the fight to Malware! Time to stop this infection from spreading through Galvan Prime!

But of course, we've gotta talk about the big thing; Penny's new super form. I'm pretty sure you guys ALL knew that Penny was gonna play a big part in this particular arc, especially since it so heavily involves the Mechamorphs. And being completely honest, I was a bit nervous to give her this new super form, namely because I was stuck on ideas for a little bit. But, after a bit of brainstorming and some advice from certain people, I was able to come up with ways to FURTHER upgrade Penny's devices from where they were currently.

For one, we've got the Floating Array back IN FULL again! No longer are they just arm blades, but now, she's able to summon at least ONE HUNDRED of them in total! Quite the devastating attack, to be sure. And also, she's got a new method of flying in this form as well, complete with a little jet trail that she leaves behind. There's gonna be more upgrades seen in the next chapter as well, so keep an eye out.

But hoo boy, while Cinder and her team might've been taken off the battlefield, Salem sending Viktor and Hazel in their place is quite the challenge. Those remaining on the surface to fight them had better be well prepared. Especially the Saturdays since they'll be joining in that battle as well. And as for Salem's OTHER plan… considering who's back on Earth keeping an eye on things, I think you guys can take a guess as to what's gonna happen in Tokyo. But that's for another chapter.

Oh, and we got to see Wu Kong doing more of this thing here! Gotta love seeing some Monkey King action, right? Though one wonders which team he'll be going with in the next chapter? Helping out on Galvan Prime, or going up to Galvan B? Should be interesting to see.

And finally… yes, I brought in Omniverse's rendition of the Rustbucket 3… BUT… as its own spacecraft. I firmly believe that Omnivere's RB3 is a fine spacecraft. Sure, it looks like a bus, but I find that incredibly charming. …The MAIN problem is that the show's designers REALLY expected us to believe that this was the same vehicle as the slick, green jet that we all became familiar with in Ultimate Alien. So, I decided to just rename it "Rustbucket 4" to save us all the headache. And you'll be seeing quite a bit of RB4 this season, trust me.

But for now, NEXT TIME! Our heroes split off to defend Galvan Prime from Malware and the Ministry, with the team headed to Galvan B encountering a certain group of mutants… who're in space suits. As that happens, though, Ben engages Malware himself again, though this time, he takes on a bigger form than Humungousaur… a WAY bigger form. But even then, will that be enough? Tune in next time to find out, but until then, thanks for reading everybody! I'll catch you all later, but as always; stay safe out there!